Common use of Redemption and Conversion of Stock Clause in Contracts

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designations to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designations and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignations) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. [Include appropriate redemption and conversion terms to the extent Stock is redeemable or convertible.] Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock Securities in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 [ ] business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 [ ] and not more than 60 [ ] days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) business combination transaction makes it impracticable to provide at least 30 [ ] days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: (i) the redemption or conversion date; (ii) the number of Depositary Shares to be redeemed or converted; (iii) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iv) in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate means of calculating the number of shares of Common Stock Securities deliverable upon redemption); (v) whether the Company is exercising any option to deliver shares of Common Stock Securities in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designation and the Current Market Price to be used to calculate the means of calculating such number of such sharesSecurities; (vi) the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; (vii) whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock Securities and cash, if any, payable by the Company and the proposed date of such deposit; (viii) the amount of any accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, ; and (ix) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock Securities and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock Securities to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designation to exercise any option to deliver shares of Common Stock Securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effectiveness of any Merger or Consolidation or the redemption datea business combination transaction, a number of shares of Common Stock Securities equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)Certificate of Designation), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effectiveness of a Merger or Consolidation business combination transaction (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effectiveness of a Merger or Consolidation or the redemption date business combination transaction that the Company has elected to pay in shares of Common Stock Securities pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignation) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock Securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock Securities at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock Securities delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock Securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock Securities and all of such shares of Common Stock Securities cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such sharesSecurities, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock Securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02Sections 3.1 and 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common StockSecurities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 [ ] days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable to provide at least 30 days' , notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i(i) of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company). In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be is subject further to the terms and conditions of the Articles Supplementary. If if fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. [Include appropriate redemption and conversion terms to the extent Stock is redeemable or convertible.] Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock Securities in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 [ ] business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 [ ] and not more than 60 [ ] days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) business combination transaction makes it impracticable to provide at least 30 [ ] days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock Securities to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designation to exercise any option to deliver shares of Common Stock Securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effectiveness of any Merger or Consolidation or the redemption datebusiness combination transaction, a number of shares of Common Stock Securities equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effectiveness of a Merger or Consolidation business combination transaction (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effectiveness of a Merger or Consolidation or the redemption date business combination transaction that the Company has elected to pay in shares of Common Stock Securities pursuant to Sections 3(athe Certificate of Designation), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock Securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock Securities at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock Securities delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock Securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) [ ] of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency Certificate of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) [ ] of the Articles SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock __________________________________ * This section to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant be modified to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such discuss specific redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) terms of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cashStock, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. (*) Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) 3[___] of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) 3[___] of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) Section 3[___] of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) Section 3[___] of the Articles Supplementary) as instructed and calculated by the Company). In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to [one-fiftieth fiftieth] of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to [one-fiftieth fiftieth] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be is subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designations to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designations and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignations) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Determination. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.-----------------------

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect ---------------------------------- to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or _____________________________ * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth __________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth __________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger merger, consolidation or Consolidation (as defined in the Articles Supplementary) other transaction makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Determination. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effective date of any Merger merger or Consolidation or the redemption dateconsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effective date of a Merger merger or Consolidation consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effective date of a Merger merger or Consolidation or the redemption date consolidation that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Determination), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 five business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 35 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, however, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 35 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: (i) the redemption or conversion date; (ii) the number of Depositary Shares to be redeemed or converted; (iii) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iv) in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designation) to be used to calculate the number of shares of Common Stock deliverable upon redemption); (v) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designation and the Current Market Price to be used to calculate the number of such shares; (vi) the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; (vii) whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; (viii) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, ; and (ix) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designation to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto thereto, to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignation) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02Sections 3.1 and 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. (*) Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth [FRACTION] of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth [FRACTION] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into ----------- (*) This section to be modified to discuss specific redemption or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent conversion terms of the CompanyStock, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03if any.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger merger, consolidation or Consolidation (as defined in the Articles Supplementary) other transaction makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption or conversion date; (b) the number of Depositary Shares to be redeemed or converted; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) in the case of a call for redemption, the call price payable upon redemption and the Current Market Price current market price (as defined in the Articles Supplementary to be if used to calculate the number of shares of Common Stock deliverable upon redemption); (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) if so permitted by the Certificate of the Articles Supplementary Determination and the Current Market Price formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; (g) whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, ; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effective date of any Merger merger or Consolidation or the redemption dateconsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effective date of a Merger merger or Consolidation consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effective date of a Merger merger or Consolidation or the redemption date consolidation that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDetermination) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basisbasis or by any equitable method as the Depositary may decide. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ____________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ___________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.023.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. 3 Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Determination. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of 3 This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Determination) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Determination), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. (1) Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Determination to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Determination and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for ----------------------- (1) This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends diviends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Determination) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDetermination) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company ---------------------------------- shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designations. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the -------------------- * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designations), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. 1/ Whenever the Company ---------------------------------- shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of /1/ This section to be modified to discuss specific redemption or conversion terms of the Stock, if any, the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 days and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Determination) to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Determination and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Determination) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDetermination) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 five business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 35 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 35 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designation to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto thereto, to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designation), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company R&B Falcon shall elect to redeem or be required to convert shares of Stock into shares of Common Stock or other securities in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 five business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company R&B Falcon in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders recordholders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) _____ of the Articles SupplementaryCertificate of Designation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company R&B Falcon shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and and, if applicable, the Current Market Price ___________ (as defined in the Articles Supplementary Certificate of Designation) to be used to calculate the number of shares of Common Stock or other securities deliverable upon redemption); whether the Company R&B Falcon is exercising any option to deliver shares of Common Stock or other securities in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) Section ____ of the Articles Supplementary Certificate of Designation and the Current Market Price __________________ to be used to calculate the number of such sharesshares or other securities; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company R&B Falcon is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock or other securities and cash, if any, payable by the Company R&B Falcon and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company R&B Falcon shall default in delivering shares of Common Stock or other securities and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company R&B Falcon pursuant to Section 3(i) ___ of the Articles SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock or other securities to convert or redeem such number of Depositary Shares (including, in the event that the Company R&B Falcon elects pursuant to Sections 3(a), (b) or (c) Section ____ of the Articles Supplementary Certificate of Designation to exercise any option to deliver shares of Common Stock or other securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company R&B Falcon has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) Section_____ of the Articles SupplementaryCertificate of Designation) as instructed and calculated by the CompanyR&B Falcon. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or lot, on a pro rata basisbasis or such other equitable method as shall be approved by R&B Falcon and the Depositary. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company R&B Falcon shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock or other securities at a rate equal to one-fiftieth one-_______th of the number of shares of Common Stock or other securities delivered, and the holders thereof shall be entitled to one-fiftieth one-________th of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock or other securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the CompanyR&B Falcon, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.023.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common StockStock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.3.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock or other securities in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable __________________________________ * This section to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior be modified to such effectiveness. Any such notice shall also be published in the same manner as notices of discuss specific redemption or conversion of Stock are required to be published pursuant to Section 3(i) terms of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cashStock, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock or other securities at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock or other securities delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock or other securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common StockStock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designations to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designations and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignations) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company .

Redemption and Conversion of Stock. (*) Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) 3[ ] of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) Section 3[ ] of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) 3[ ] of the Articles Supplementary. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) Section 3[ ] of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) Section 3[ ] of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. ---------- (*) This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to [one-fiftieth fiftieth] of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to [one-fiftieth fiftieth] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. 3 Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of 3 This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designation to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Designation), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. 1 Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' ’ prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in 1 This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 days and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' ’ notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Determination) to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Determination and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Determination) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDetermination) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company ---------------------------------- shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be __________________________ * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, however, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: : (a) the redemption or conversion date; ; (b) the number of Depositary Shares to be redeemed or converted; ; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; ; (d) in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designations) to be used to calculate the number of shares of Common Stock deliverable upon redemption); ; (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designations and the Current Market Price to be used to calculate the number of such shares; ; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; ; (g) whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; ; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, however, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignations) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth __________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth __________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designations) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designations to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) the Certificate of the Articles Supplementary Designations and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per --------------------- * This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Designations to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designations) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designations)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDesignations) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designations. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.04. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger merger, consolidation or Consolidation (as defined in the Articles Supplementary) other transaction makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Determination. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effective date of any Merger merger or Consolidation or the redemption dateconsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effective date of a Merger merger or Consolidation consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effective date of a Merger merger or Consolidation or the redemption date consolidation that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Determination), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth __________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. 3/ Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Determination) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Determination. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary /3/ This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Determination) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(athe Certificate of Determination), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth ______________ of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth ______________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Determination, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger merger, consolidation or Consolidation (as defined in the Articles Supplementary) other transaction makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption or conversion date; (b) the number of Depositary Shares to be redeemed or converted; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) in the case of a call for redemption, the call price payable upon redemption and the Current Market Price current market price (as defined in the Articles Supplementary to be if used to calculate the number of shares of Common Stock deliverable upon redemption); (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) if so permitted by the Certificate of the Articles Supplementary Determination and the Current Market Price formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; (g) whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, ; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDetermination. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles Supplementary Determination to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) effective date of any Merger merger or Consolidation or the redemption dateconsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Determination)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date effective date of a Merger merger or Consolidation consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date effective date of a Merger merger or Consolidation or the redemption date consolidation that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) the Certificate of the Articles SupplementaryDetermination) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basisbasis or by any equitable method as the Depositary may decide. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Determination. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Determination. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.023.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.

Redemption and Conversion of Stock. Whenever the Company shall Pattxxxxx xxxll elect to redeem or be required to convert shares of Stock into shares of Common Stock or other securities in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 five business days' prior notice of the proposed -------------------------- *This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in Pattxxxxx xx writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) [ ] of the Articles SupplementaryCertificate of Designation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversion. The Company shall Pattxxxxx xxxll provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary Certificate of Designation) to be used to calculate the number of shares of Common Stock or other securities deliverable upon redemption); whether the Company is Pattxxxxx xx exercising any option to deliver shares of Common Stock or other securities in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) Section [ ] of the Articles Supplementary Certificate of Designation and the Current Market Price to be used to calculate the number of such sharesshares or other securities; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is Pattxxxxx xx depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock or other securities and cash, if any, payable by the Company and Pattxxxxx xxx the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption or conversion date (unless the Company shall Pattxxxxx xxxll default in delivering shares of Common Stock or other securities and cash, if any, at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant Pattxxxxx xxxsuant to Section 3(i) [ ] of the Articles SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock or other securities to convert or redeem such number of Depositary Shares (including, in the event that the Company elects Pattxxxxx xxxcts pursuant to Sections 3(a), (b) or (c) Section [ ] of the Articles Supplementary Certificate of Designation to exercise any option to deliver shares of Common Stock or other securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has Pattxxxxx xxx elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) Section [ ] of the Articles SupplementaryCertificate of Designation) as instructed and calculated by the CompanyPattxxxxx. In Xx case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or lot, on a pro rata basisbasis or such other equitable method as shall be approved by Pattxxxxx xxx the Depositary. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall Pattxxxxx xxxll have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock or other securities at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock or other securities delivered, and the holders thereof shall be entitled to one-fiftieth [ ] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock or other securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the CompanyPattxxxxx, adopt xxopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.023.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common StockStock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.032.3.

Redemption and Conversion of Stock. Whenever the Company shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or convertedredeemed. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 15 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles Supplementary) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of Stock are required to be published pursuant to Section 3(i) of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption or conversionredemption. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, redeemed the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption (and the Current Market Price (as defined in form of consideration, whether cash, securities or other consideration, on which the Articles Supplementary to redemption call price will be used to calculate the number of shares of Common Stock deliverable upon redemptionpaid); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversionredemption; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, cash payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter on such redemption date (unless the Company shall default in delivering shares of Common Stock and cash, if any, cash or other consideration at the time and place specified in such notice). On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant to Section 3(i) the Certificate of the Articles SupplementaryDesignations. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such number of Depositary Shares (including, in the event that the Company elects pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary to exercise any option to deliver shares of Common Stock in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles Supplementary) of any Merger or Consolidation or the redemption date, a number of shares of Common Stock equal to such cash consideration (as determined in the manner set forth in the Articles Supplementary)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has elected to pay in shares of Common Stock pursuant to Sections 3(a), (b) or (c) of the Articles Supplementary) as instructed and calculated by the Company. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basisbasis at the direction of the Company. Notice having been mailed by the Depositary as aforesaid, from and after the redemption or conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraph), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock and cash, if any, securities or form of consideration payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock at a rate equal to one-fiftieth of the number of shares of Common Stock delivered, and the holders thereof shall be entitled to one-fiftieth of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles Supplementary. The foregoing shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption price (whether to be paid in the form of cash, shares of Common Stock or other form or forms of consideration) and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part except as provided in the immediately preceding paragraph of this Section 2.03. Whenever a record holder of Receipts shall duly deliver, in person or by a duly authorized attorney, such Receipts (properly endorsed or assigned for transfer, as the Depositary shall require) to the Depositary at the New York office, together with written notice of such record holder's election to convert the Depositary Shares evidenced by such Receipts into Common Stock (provided that any delivery of Receipts evidencing Depositary Shares that have been called for redemption may not occur after the close of business on the date fixed for redemption), the Depositary shall promptly notify the Company of such record holder's election and deliver to the Company certificates evidencing such Stock as are represented by the Depositary Shares evidenced by such Receipts delivered by such record holder for conversion. From and after the close of business on any business day on which a record holder duly delivers the foregoing documents to the Depositary, such Depositary Shares shall be deemed converted into Common Stock at a conversion rate to be communicated to the Depositary in writing, which conversion rate will be equal to 0.05 times the conversion rate for each share of Stock as set forth in the Certificate of Designations. From and after the conversion date (unless the Company shall have failed to convert the shares of Stock to be converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the immediately preceding paragraph), the Depositary Shares subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash, securities or shares of Common Stock payable upon conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders record holders of Receipts converted or called for redemption without creating fractional interests in such shares, the Company may distribute, or cause to be distributed, cash to such holders in lieu of delivery of such fractional shares or, if the Company elects not to make or cause to be made such a distribution, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company R&B Falcon shall elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company R&B Falcon in writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) _____ of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency Certificate of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company R&B Falcon pursuant to Section 3(i) ____ of the Articles SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock or other securities to convert or redeem such number of Depositary Shares (including, in the event that the Company R&B Falcon elects pursuant to Sections 3(a), (b) or (c) Section ____ of the Articles Supplementary Certificate of Designation to exercise any option to deliver shares of Common Stock or other securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock or other securities equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company R&B Falcon has elected to pay in shares of Common Stock or other securities pursuant to Sections 3(a), (b) or (c) Section ____ of the Articles Supplementary) as instructed and calculated by the CompanyCertificate of Designation). In case If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company R&B Falcon shall have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock or other securities at a rate equal to one-fiftieth ________ of the number of shares of Common Stock or other securities delivered, and the holders thereof shall be entitled to one-fiftieth ________ of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock or other securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.

Redemption and Conversion of Stock. Whenever the Company shall Pattxxxxx xxxll elect to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with the Articles SupplementaryCertificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 5 business days' prior notice of the proposed date of the mailing of a notice of redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the Company in Pattxxxxx xx writing, mail, first class postage prepaid, notice of the redemption or conversion of Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a Merger or Consolidation (as defined in the Articles SupplementaryCertificate of Designation) makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption or conversion of the Stock are required to be published pursuant to Section 3(i) [ ] of the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency Certificate of the proceedings for redemption or conversion. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption or conversion date; the number of Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; in the case of a call for redemption, the call price payable upon redemption and the Current Market Price (as defined in the Articles Supplementary to be used to calculate the number of shares of Common Stock deliverable upon redemption); whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration pursuant to Sections 3(a), (b), or (c) of the Articles Supplementary and the Current Market Price to be used to calculate the number of such shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted are to be surrendered for redemption or conversion; whether the Company is depositing with a bank or trust company on or before the redemption or conversion date, the shares of Common Stock and cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued and unpaid dividends payable per share of Stock to be redeemed or converted to and including or to and excluding (in accordance with the Articles Supplementary) such redemption or conversion date, as the case may be, and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or converted will cease to accrue thereafter (unless the Company shall default in delivering shares of Common Stock and cash, if any, at the time and place specified in such notice)Designation. On the date of any such redemption or conversion, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed or converted in the manner specified in the notice of redemption or conversion of Stock provided by the Company pursuant Pattxxxxx xxxsuant to Section 3(i) [ ] of the Articles SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem or convert the number of Depositary Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, a sufficient number of shares of Common Stock or other securities to convert or redeem such number of Depositary Shares (including, in the event that the Company elects Pattxxxxx xxxcts pursuant to Sections 3(a), (b) or (c) Section [ ] of the Articles Supplementary Certificate of Designation to exercise any option to deliver shares of Common Stock or other securities in lieu of any cash consideration payable on the conversion date, the Effective Date (as defined in the Articles SupplementaryCertificate of Designation) of any Merger or Consolidation or the redemption dateConsolidation, a number of shares of Common Stock or other securities equal to such cash consideration (as determined in the manner set forth in the Articles SupplementaryCertificate of Designation)), plus any accrued and unpaid dividends payable with respect thereto to and including or to and excluding (in accordance with the Articles Supplementary) the date of any such redemption or --------------------------------- *This section to be modified to discuss specific redemption or conversion terms of the Stock, if any. conversion and any other cash consideration payable on the Effective Date of a Merger or Consolidation (other than any dividends or other cash consideration payable on the conversion date, the Effective Date of a Merger or Consolidation or the redemption date that the Company has Pattxxxxx xxx elected to pay in shares of Common Stock or other securities pursuant to Sections 3(a), (b) or (c) Section [ ] of the Articles Supplementary) as instructed and calculated by the CompanyCertificate of Designation). In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or on a pro rata basis. Notice having been mailed by the Depositary and published as aforesaid, from and after the redemption or conversion date (unless the Company shall Pattxxxxx xxxll have failed to redeem or convert the shares of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates therefor by the Depositary as described in the preceding paragraphabove), the Depositary Shares called for redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or redeemed for shares of Common Stock or other securities at a rate equal to one-fiftieth [ ] of the number of shares of Common Stock or other securities delivered, and the holders thereof shall be entitled to one-fiftieth [________] of the cash, if any, payable, in respect of the shares of Stock pursuant to the Articles SupplementaryCertificate of Designation. The foregoing shall be is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with the shares of Common Stock or other securities and all accrued and unpaid dividends to and including the date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock and all of such shares of Common Stock cannot be distributed to the recordholders of Receipts converted or called for redemption without creating fractional interests in such shares, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion except as provided in the second preceding paragraph of this Section 2.03.