Common use of Right to Elect Two Directors Upon Nonpayment Events Clause in Contracts

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series [B] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid have not been so declared and paid for at least six (6) calendar quarters, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stock, together with the holders of any outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [B] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) of the Series [B] Preferred Stock or of any other such series of Voting Parity Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuing. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulative. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of the Series [B] D, or any other Voting Preferred Stock that are requiredStock, pursuant to Section 5(b), to be declared and paid shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stocksuch shares, voting together as a class with the holders of any outstanding shares and all other series of Dividend Parity Voting Preferred Stock similarly then outstanding, will be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, provided that the election of no any such Preferred Stock Director directors shall not cause the Corporation to violate the corporate governance requirement requirements of the New York Stock Exchange (or any other exchange on which its the Corporation’s securities may be listed) that listed companies must have a majority of independent directors; and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors. If In that event, the Holders number of directors on the Series [B] Preferred StockBoard of Directors shall automatically increase by two, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) % of the Series [B] Preferred Stock D or of any other such series of Voting Parity Preferred Stock then outstanding(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingmeeting. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock D or other Voting Parity Preferred Stock, and delivered to the Secretary of the CorporationCorporation in such manner as provided for in Section 16 below, or as may otherwise be required by law. When The voting rights will continue until dividends on the shares of the Series D and any such series of Voting Preferred Stock shall have been fully paid (or declared and a sum sufficient for the payment thereof of such dividends shall have been set asideaside for such payment) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after regular dividend periods following the Nonpayment. If and when dividends for at least four regular dividend periods following a Nonpayment Event, then have been fully paid (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been or declared and paid shalla sum sufficient for such payment shall have been set aside) on the Series D and any other class or series of Voting Preferred Stock, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of the Series [B] D and all other holders of Voting Preferred Stock to elect shall be divested of the Preferred Stock Directors on account of such Nonpayment Event shall cease foregoing voting rights (but subject always to revesting of such voting rights in the case event of any future Nonpayment Event pursuant to this Section 9each subsequent Nonpayment); (4) , the terms term of office of all the each Preferred Stock Directors Director so elected shall forthwith terminate; terminate and (5) the number of directors constituting on the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for at least four regular dividend periods following a Nonpayment, the Corporation may take account of doubt, “full” dividends on any dividend it elects to pay for any dividend period after the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends regular dividend date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] D together with all series of Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 then outstanding (voting together as a single class)) to the extent such holders have the voting rights described above. So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment EventNonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] D and all Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class); provided that the filling of each vacancy shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors. Each Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series D or of any other series of Voting Preferred Stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, called in the same manner as provided above for the initial which event such election shall be held at such next annual or special meeting of Preferred Stock Directors after a Nonpayment Eventstockholders). The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedmatter.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever (1) Whenever dividends payable on any shares of Series [B] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid Preference Shares shall have not been so declared and paid for at least the equivalent of any six (6) calendar quartersDividend Periods, whether or not consecutive (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stockthe Preference Shares, acting together as a single class with the holders of any outstanding shares and all other series of Dividend Parity Stock similarly Appointing Preference Shares then issued, shall be entitled to vote for the election appointment (the “Appointing Rights”) of a total of two additional members to the Board of Directors (2) additional directors (each, a “Voting Parity Preferred StockPreference Share Director”), voting together as a single class, provided that the appointment of any such directors shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall not cause the Corporation Company to violate the corporate governance requirement requirements of the New York Stock Exchange as applied to U.S. issuers (or any other securities exchange or automated quotation system on which its the Company’s securities may be listedthen listed or quoted) that listed companies must have a majority of independent directors. If In the Holders case of a Nonpayment, the Series [B] Preferred Stocknumber of directors on the Board of Directors shall automatically increase by two (to the extent such increase does not exceed the maximum number of directors permitted under the Company’s Bye-Laws), and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only selected by at least a majority of the aggregate liquidation preference of the Preference Shares and any other Appointing Preference Shares at a special meeting called at the request of the record holders of record of at least twenty percent (20%) % of the Series [B] Preferred Stock aggregate liquidation preference of the Preference Shares or of any other such series of Voting Parity Preferred Stock Appointing Preference Shares then outstanding, and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingin issue. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the The Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on duly appoint the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulative. Any Preferred Stock Director may be removed at any time without cause Preference Share Directors selected by the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock Preference Shares and Voting Parity Preferred Stockany other Appointing Preference Shares then issued, when they have the voting rights set forth above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continueand shall, any vacancy in the office of a Preferred Stock Director (other than prior subject to the initial election Company’s Bye-Laws, determine which classes of Preferred Stock directors the Preference Share Directors after shall be a Nonpayment Event) may be filled by part of and shall allocate such Preference Share Directors to the written consent classes having the longest term of office remaining at the Preferred Stock Director remaining in office, or if none remains in office, by a vote time of the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class)such appointment. Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Preference Share Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedmatter.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series [BC] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid shall not have not been so declared and paid for at least six (6) calendar quartersDividend Periods ending on or before the Exchange Date, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [BC] Preferred Stock, together with the holders of any outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [BC] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) of the Series [BC] Preferred Stock or of any other such series of Voting Parity Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuing. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [BC] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [BC] Preferred Stock for at least four (4) calendar quarters Dividend Periods (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters Dividend Periods in which dividends have not been declared and paid shall, for purposes of this Section 98, be reset to zero (0); (3) the right of the holders of Series [BC] Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9)8); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [BC] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributionsdividends, had dividends on the Series [BC] Preferred Stock been cumulative. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [BC] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 8 (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [BC] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 8 (voting together as a single class). Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of the Series [B] , or any other Voting Preferred Stock that are requiredStock, pursuant to Section 5(b), to be declared and paid shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stocksuch shares, voting together as a class with the holders of any outstanding shares and all other series of Dividend Parity Voting Preferred Stock similarly then outstanding, will be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, provided that the election of no any such Preferred Stock Director directors shall not cause the Corporation to violate the corporate governance requirement requirements of the New York Stock Exchange (or any other exchange on which its the Corporation’s securities may be listed) that listed companies must have a majority of independent directors; and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors. If In that event, the Holders number of directors on the Series [B] Preferred StockBoard of Directors shall automatically increase by two, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) % of the Series [B] Preferred Stock B or of any other such series of Voting Parity Preferred Stock then outstanding(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingmeeting. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock B or other Voting Parity Preferred Stock, and delivered to the Secretary of the CorporationCorporation in such manner as provided for in Section 16 below, or as may otherwise be required by law. When The voting rights will continue until dividends on the shares of the Series B and any such series of Voting Preferred Stock shall have been fully paid (or declared and a sum sufficient for the payment thereof of such dividends shall have been set asideaside for such payment) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulative. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.regular dividend periods following the

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends payable on any shares of Series [B] W Preferred Stock that are required, pursuant to Section 5(b), to be or any class or series of Voting Parity Stock have not been declared and paid have not been so declared and paid for in an aggregate amount equal to, as to any class or series, at least six (6) calendar quartersquarterly Dividend Periods or their equivalent, whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series W Preferred Stock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for the election of two additional directors of the Corporation’s Board of Directors at the Corporation’s next annual meeting of stockholders and at each subsequent annual meeting of stockholders (the “Preferred Stock Directors”) by a plurality of the votes cast; provided that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights). Upon the vesting of such right of such holders, the maximum authorized number of directors then constituting members of the Board of Directors shall automatically be increased by two (2) and the two vacancies so created shall be filled by vote of the holders of the outstanding Series [B] W Preferred Stock, Stock (together with the holders of any outstanding shares of Dividend any one or more other series of Voting Parity Stock). At elections for such directors, each holder of the Series W Preferred Stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock similarly being entitled to vote such number of votes, if any, for each share of such stock as may be granted to them). The right of the election holders of a total of two the Series W Preferred Stock (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [B] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of class with the holders of record of at least twenty percent (20%) of the Series [B] Preferred Stock or shares of any one or more other such series of Voting Parity Stock) to elect Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of Directors shall continue until such time as the Corporation has paid in full dividends for the equivalent of at least four quarterly Dividend Periods or their equivalent, at which time such Nonpayment Event right with respect to the Series W Preferred Stock shall be continuing. Such request terminate, except as provided by law, and subject to call a special meeting for revesting in the initial election event of each and every subsequent default of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) character described in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (07(b); (3) . Upon any termination of the right of the holders of all shares of Series [B] W Preferred Stock and Voting Parity Stock to elect the vote for Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in Directors, the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms term of office of all the Preferred Stock Directors then in office elected by only those holders voting as a class shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeterminate immediately. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] W Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, In case any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of shall occur among the Preferred Stock Director remaining in officeDirectors, or if none remains in office, a successor may be elected by a vote plurality of the votes cast by the holders of record of a majority of the outstanding shares of the Series [B] W Preferred Stock and Voting Parity Preferred Stock, when they have Stock having the voting rights set forth above in this Section 9 (described above, voting together as a single class). Each such vote of stockholders to remove, or to fill a unless the vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Eventhas already been filled. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold Whenever the term of office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if directors elected by such office holders voting as a class shall not have previously terminated end and the special voting powers vested in such holders as above provided. Notwithstanding anything herein to the contrary, provided in this Section 9(b7(b) shall have no force and effect (andexpired, for all purposes, the number of directors shall be deemed not such number as may be provided for in the By-Laws irrespective of any increase made pursuant to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedSection 7(b).

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends payable on any shares of Series [B] X Preferred Stock that are required, pursuant to Section 5(b), to be or any class or series of Voting Parity Stock have not been declared and paid have not been so declared and paid for in an aggregate amount equal to, as to any class or series, at least six (6) calendar quartersquarterly Dividend Periods or their equivalent, whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series X Preferred Stock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for the election of two additional directors of the Corporation’s Board of Directors at the Corporation’s next annual meeting of stockholders and at each subsequent annual meeting of stockholders (the “Preferred Stock Directors”) by a plurality of the votes cast; provided that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights). Upon the vesting of such right of such holders, the maximum authorized number of directors then constituting members of the Board of Directors shall automatically be increased by two (2) and the two vacancies so created shall be filled by vote of the holders of the outstanding Series [B] X Preferred Stock, Stock (together with the holders of any outstanding shares of Dividend any one or more other series of Voting Parity Stock). At elections for such directors, each holder of the Series X Preferred Stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock similarly being entitled to vote such number of votes, if any, for each share of such stock as may be granted to them). The right of the election holders of a total of two the Series X Preferred Stock (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [B] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of class with the holders of record of at least twenty percent (20%) of the Series [B] Preferred Stock or shares of any one or more other such series of Voting Parity Stock) to elect Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of Directors shall continue until such time as the Corporation has paid in full dividends for the equivalent of at least four quarterly Dividend Periods or their equivalent, at which time such Nonpayment Event right with respect to the Series X Preferred Stock shall be continuing. Such request terminate, except as provided by law, and subject to call a special meeting for revesting in the initial election event of each and every subsequent default of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) character described in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (07(b); (3) . Upon any termination of the right of the holders of all shares of Series [B] X Preferred Stock and Voting Parity Stock to elect the vote for Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in Directors, the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms term of office of all the Preferred Stock Directors then in office elected by only those holders voting as a class shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeterminate immediately. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] X Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, In case any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of shall occur among the Preferred Stock Director remaining in officeDirectors, or if none remains in office, a successor may be elected by a vote plurality of the votes cast by the holders of record of a majority of the outstanding shares of the Series [B] X Preferred Stock and Voting Parity Preferred Stock, when they have Stock having the voting rights set forth above in this Section 9 (described above, voting together as a single class). Each such vote of stockholders to remove, or to fill a unless the vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Eventhas already been filled. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold Whenever the term of office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if directors elected by such office holders voting as a class shall not have previously terminated end and the special voting powers vested in such holders as above provided. Notwithstanding anything herein to the contrary, provided in this Section 9(b7(b) shall have no force and effect (andexpired, for all purposes, the number of directors shall be deemed not such number as may be provided for in the By-Laws irrespective of any increase made pursuant to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedSection 7(b).

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on in respect of any shares of Series [B] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid A Preference Shares shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred StockA Preference Shares, voting together as a single class with the holders of any outstanding shares of Dividend Parity Stock similarly and all Voting Preference Shares then outstanding, shall be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Preference Shares Directors”); provided, however, that, as provided that it shall be a condition to exercising qualification for election for any such right to so elect such Preferred Stock Directors, Preference Shares Director that the election of no any such Preferred Stock Director directors shall not cause the Corporation Company to violate the corporate governance requirement requirements of the U.S. Securities and Exchange Commission or the New York Stock Exchange (or any other securities exchange or other trading facility on which its securities of the Company may then be listedlisted or quoted) that listed or quoted companies must have a majority of independent directors. If The Company shall use its best efforts to increase the Holders number of directors constituting the Board of Directors to the extent necessary to effectuate such right, and, if necessary, to amend the bye-laws. Each Preference Shares Director shall be added to an already existing class of directors. In the event that the holders of the Series [B] Preferred StockA Preference Shares, and any such other holders of Voting Parity Preferred StockPreference Shares, shall be entitled to vote for the election of the Preferred Stock Preference Shares Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special general meeting, or at any annual general meeting called of shareholders, and thereafter at the annual general meeting of shareholders. At any time when such special voting power has vested in the holders of any of the Series A Preference Shares as described above, the chief executive officer of the Company shall, upon the written request of the holders of record of at least twenty percent (20%) 10% of the Series [B] Preferred Stock or of any other such series of Voting Parity Preferred Stock A Preference Shares then outstanding, and at each subsequent annual meeting of stockholders outstanding addressed to the secretary of the Corporation at which time such Nonpayment Event shall be continuing. Such request to Company, call a special general meeting of the holders of the Series A Preference Shares for the initial purpose of electing directors. Such meeting shall be held at the earliest practicable date in such place as may be designated pursuant to the Bye-Laws (or if there be no designation, at the Company’s principal office in Bermuda). If such meeting shall not be called by the Company’s proper officers within 20 days after the Company’s secretary has been personally served with such request, or within 60 days after mailing the same by registered or certified mail addressed to the Company’s secretary at the Company’s principal office, then the holders of record of at least 10% of the Series A Preference Shares then outstanding may designate in writing one such holder to call such meeting at the Company’s expense, and such meeting may be called by such holder so designated upon the notice required for annual general meetings of shareholders and shall be held in Bermuda, unless the Company otherwise designates. Notwithstanding the foregoing, no such special general meeting shall be called during the period within 90 days immediately preceding the date fixed for the next annual general meeting of shareholders. At any annual or special general meeting at which the holders of the Series A Preference Shares shall be entitled to vote, voting separately as a class, for the election of the Preferred Stock Preference Shares Directors after following a Nonpayment Event Event, the presence, in person or by proxy, of the holders of 50% of such Series A Preference Shares shall be made by written notice, signed required to constitute a quorum of the Series A Preference Shares for the election of any director by the requisite holders of the Series [B] Preferred Stock A Preference Shares, voting separately as a class. At any such meeting or Voting Parity Preferred Stockadjournment thereof, the absence of a quorum of the Series A Preference Shares shall not prevent the election of directors other than those to be elected by the Series A Preference Shares, voting separately as a class, and delivered the absence of a quorum for the election of such other directors shall not prevent the election of the directors to be elected by the Series A Preference Shares, voting separately as a class. The Preference Shares Directors so elected by the holders of the Series A Preference Shares shall continue in office (i) until their successors, if any, are elected by such holders or (ii) unless required by applicable law to continue in office for a longer period, until termination of the right of the holders of the Series A Preference Shares to vote as a class for directors, if earlier. If and to the Secretary extent permitted by applicable law, immediately upon any termination of the Corporationright of the holders of the Series A Preference Shares to vote as a class for directors as provided herein, or as may otherwise be required the terms of office of the directors then in office so elected by lawthe holders of the Series A Preference Shares shall terminate. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] Preferred Stock A Preference Shares for at least four (4) calendar quarters (whether or not consecutive) consecutive Dividend Periods after a Nonpayment Event, then the holders of the Series A Preference Shares shall be divested of the right to elect the Preference Shares Directors (1) subject to revesting of such voting rights in the event of each subsequent Nonpayment Event shall be deemed pursuant to have ceased; (2this Section 9) and the number of calendar quarters Dividend Periods in which dividends have not been declared and paid shall, for purposes of this Section 9, shall be reset to zero (0); (3) zero, and if and when the right rights of the holders of Series [B] Preferred Stock Voting Preference Shares to elect the Preferred Stock Preference Shares Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) have ceased, the terms of office of all the Preferred Stock Preference Shares Directors shall forthwith terminate; terminate and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance purposes of doubtdetermining whether dividends have been paid for four consecutive Dividend Periods following a Nonpayment Event, “full” dividends on the Series [B] Preferred Stock shall in no event include Company may take account of any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on dividend it elects to pay for such a Dividend Period after the Series [B] Preferred Stock been cumulativeDividend Payment Date for the Dividend Payment Period has passed. Any Preferred Stock Preference Shares Director may be removed at any time without cause by the holders of record of a majority of the outstanding aggregate voting power, as determined under the Bye-Laws, of Series A Preference Shares and any other shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Preference Shares then outstanding (voting together as a single class)) when they have the voting rights described above. So long as a Nonpayment Event Until the right of the holders of Series A Preference Shares and any Voting Preference Shares to elect the Preference Shares Directors shall continuecease, any vacancy in the office of a Preferred Stock Preference Shares Director (other than prior to the initial election of Preferred Stock Preference Shares Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Preference Shares Director remaining in office, or if none remains remain in office, by a vote of the holders of record of a majority of the outstanding Series A Preference Shares and any other shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Preference Shares (voting together as a single class)) when they have the voting rights described above. Each Any such vote of stockholders holders of Series A Preference Shares and Voting Preference Shares to remove, or to fill a vacancy in the office of, a Preferred Stock Preference Shares Director must may be taken only at a special meeting of such stockholdersshareholders, called in the same manner as provided above for the an initial election of Preferred Stock Preference Shares Directors after a Nonpayment EventEvent (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders of the Company, in which event such election shall be held at such next annual or special meeting of shareholders). The Preferred Stock Preference Shares Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a votematter. Each Preferred Stock Preference Shares Director elected at any special general meeting of shareholders of the Company or by written consent of the other Preference Shares Director shall hold office until the next annual general meeting of the stockholders or until his or her earlier death, resignation or removal, shareholders of the Company if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends on any shares of Series [B] G Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid Shares shall not have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] G Preferred StockShares, together with the holders of any issued and outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”)Shares, voting together as a single class, shall be entitled to elect the two (2) additional directors to the Board of Directors (the “Preferred Stock Shares Directors”); provided, however, that, as provided that it shall be a condition to exercising such right to so elect qualification for election for any such Preferred Stock Directors, Shares Director that the election of no such Preferred Stock Director director shall not cause the Corporation Company to violate the corporate governance requirement requirements of any securities exchange or other trading facility on which securities of the New York Stock Exchange (Company may then be listed or any other exchange on which its securities may be listed) quoted that listed or quoted companies must have a majority of independent directors. If The Company will use its best efforts to increase the Holders number of directors constituting the Board of Directors to the extent necessary to effectuate such right. Each Preferred Shares Director will be added to an already existing class of directors. The number of Preferred Shares Directors on the Board of Directors shall never be more than two at any one time. In the event that the holders of the Series [B] G Preferred StockShares, and any such other holders of Voting Parity Preferred StockShares, shall be entitled to vote for the election of the Preferred Stock Shares Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special general meeting called for that purpose, or at any annual general meeting of shareholders, and thereafter at the annual general meeting of shareholders. At any time when such special voting power has vested in the holders of any of the Series G Preferred Shares as described above, the chairman, president or chief executive officer of the Company will, upon the written request of the holders of record of at least twenty percent (20%) % of the Series [B] G Preferred Stock Shares then issued and outstanding addressed to the secretary of the Company, call a special general meeting of the holders of the Series G Preferred Shares for the purpose of electing directors. Such meeting will be held at the earliest practicable date in such place as may be designated pursuant to the Bye-Laws (or if there be no designation, at the Company’s principal office in Bermuda). If such meeting shall not be called by the Company’s chairman, president or chief executive officer within 20 days after the Company’s secretary has been personally served with such request, or within 60 days after mailing the same by registered or certified mail addressed to the Company’s secretary at the Company’s registered office, then the holders of record of at least 20% of the Series G Preferred Shares then issued and outstanding may designate in writing one such holder to call such meeting at the Company’s expense, and such meeting may be called by such holder so designated upon the notice required for annual general meetings of shareholders and will be held in Bermuda, unless the Company otherwise designates. Any holder of the Series G Preferred Shares so designated will have access to the Company’s register of members for the purpose of causing meetings of shareholders to be called pursuant to these provisions. Notwithstanding the foregoing, no such special general meeting will be called during the period within 90 days immediately preceding the date fixed for the next annual general meeting of shareholders. There is no quorum requirement for a meeting to elect any director by the holders of Voting Preferred Shares pursuant to these provisions. The Preferred Shares Directors so elected by the holders of the Series G Preferred Shares and any other such series of Voting Parity Preferred Stock then outstandingShares will continue in office (1) until their successors, and if any, are elected by such holders at each subsequent the next annual meeting general meeting, or (2) until they are removed by the holders of stockholders record of a majority of the Corporation at which time aggregate voting power of Series G Preferred Shares and Voting Preferred Shares then issued and outstanding (voting together as a single class), as further described below, or (3) unless required by applicable law to continue in office for a longer period, in each case until termination of the right of such Nonpayment Event shall be continuingholders to vote as a class for Preferred Shares Directors, if earlier. Such request If and to call the extent permitted by applicable law, immediately upon any termination of the right of such holders to vote as a special meeting class for Preferred Shares Directors as provided herein, the initial election terms of office of the Preferred Stock Shares Directors after a Nonpayment Event shall be made by written notice, signed then in office so elected by the requisite holders of the Series [B] G Preferred Stock or Shares and any other series of Voting Parity Preferred Stock, Shares will terminate. If and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When when dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] G Preferred Stock Shares for at least four (4) calendar quarters Dividend Periods (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] G Preferred Stock Shares to elect the Preferred Stock Shares Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) and the number of Dividend Periods in which dividends have not been declared and paid shall be reset to zero, and, if and when any rights of holders of Series G Preferred Shares and Voting Preferred Shares to elect the Preferred Shares Directors shall have ceased, the terms of office of all the Preferred Stock Shares Directors shall forthwith terminate; terminate and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for four Dividend Periods following a Nonpayment Event, the Company may take account of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends it elects to pay for such a Dividend Period after the regular Dividend Payment Date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Shares Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares aggregate voting power, as determined by the Bye-laws of the Company, of Series [B] G Preferred Stock Shares and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Shares then issued and outstanding (voting together as a single class), when they have the voting rights described above. So long as a Nonpayment Event Until the right of the holders of Series G Preferred Shares and any Voting Preferred Shares to elect the Preferred Shares Directors shall continuecease, any vacancy in the office of a Preferred Stock Shares Director (other than prior to the initial election of Preferred Stock Shares Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Shares Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the issued and outstanding shares of the Series [B] G Preferred Stock Shares and any Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Shares (voting together as a single class), when they have the voting rights described above. Each Any such vote of stockholders shareholders to remove, or to fill a vacancy in the office of, a Preferred Stock Shares Director must may be taken only at a special meeting of such stockholdersshareholders, called in the same manner as provided above for the an initial election of Preferred Stock Shares Directors after a Nonpayment EventEvent (unless such request is received less than 90 days before the date fixed for the next annual or special general meeting of the shareholders of the Company, in which event such election shall be held at such next annual or special general meeting of shareholders). The Preferred Stock Shares Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote, unless otherwise adjusted pursuant to the Bye-Laws. Each Preferred Stock Shares Director elected at any special general meeting of shareholders of the Company or by written consent of the other Preferred Shares Director shall hold office until the next annual general meeting of the stockholders or until his or her earlier death, resignation or removal, shareholders of the Company if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of the Series [B] C, or any other Voting Preferred Stock that are requiredStock, pursuant to Section 5(b), to be declared and paid shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stocksuch shares, voting together as a class with the holders of any outstanding shares and all other series of Dividend Parity Voting Preferred Stock similarly then outstanding, will be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, provided that the election of no any such Preferred Stock Director directors shall not cause the Corporation to violate the corporate governance requirement requirements of the New York Stock Exchange (or any other exchange on which its the Corporation’s securities may be listed) that listed companies must have a majority of independent directors; and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors. If In that event, the Holders number of directors on the Series [B] Preferred StockBoard of Directors shall automatically increase by two, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) % of the Series [B] Preferred Stock C or of any other such series of Voting Parity Preferred Stock then outstanding(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingmeeting. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock C or other Voting Parity Preferred Stock, and delivered to the Secretary of the CorporationCorporation in such manner as provided for in Section 10 below, or as may otherwise be required by law. When The voting rights will continue until dividends on the shares of the Series C and any such series of Voting Preferred Stock shall have been fully paid (or declared and a sum sufficient for the payment thereof of such dividends shall have been set asideaside for such payment) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after regular dividend periods following the Nonpayment. If and when dividends for at least four regular dividend periods following a Nonpayment Event, then have been fully paid (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been or declared and paid shalla sum sufficient for such payment shall have been set aside) on the Series C and any other class or series of Voting Preferred Stock, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of the Series [B] C and all other holders of Voting Preferred Stock to elect shall be divested of the Preferred Stock Directors on account of such Nonpayment Event shall cease foregoing voting rights (but subject always to revesting of such voting rights in the case event of any future Nonpayment Event pursuant to this Section 9each subsequent Nonpayment); (4) , the terms term of office of all the each Preferred Stock Directors Director so elected shall forthwith terminate; terminate and (5) the number of directors constituting on the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for at least four regular dividend periods following a Nonpayment, the Corporation may take account of doubt, “full” dividends on any dividend it elects to pay for any dividend period after the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends regular dividend date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] C together with all series of Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 then outstanding (voting together as a single class)) to the extent such holders have the voting rights described above. So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment EventNonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] C and all Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class); provided that the filling of each vacancy shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors. Each Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series C or of any other series of Voting Preferred Stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, called in the same manner as provided above for the initial which event such election shall be held at such next annual or special meeting of Preferred Stock Directors after a Nonpayment Eventstockholders). The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedmatter.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends payable on any shares of Series [B] Y Preferred Stock that are required, pursuant to Section 5(b), to be or any class or series of Voting Parity Stock have not been declared and paid have not been so declared and paid for in an aggregate amount equal to, as to any class or series, at least six (6) calendar quartersquarterly Dividend Periods or their equivalent, whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series Y Preferred Stock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for the election of two additional directors of the Corporation’s Board of Directors at the Corporation’s next annual meeting of stockholders and at each subsequent annual meeting of stockholders (the “Preferred Stock Directors”) by a plurality of the votes cast; provided that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights). Upon the vesting of such right of such holders, the maximum authorized number of directors then constituting members of the Board of Directors shall automatically be increased by two (2) and the two vacancies so created shall be filled by vote of the holders of the outstanding Series [B] Y Preferred Stock, Stock (together with the holders of any outstanding shares of Dividend any one or more other series of Voting Parity Stock). At elections for such directors, each holder of the Series Y Preferred Stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock similarly being entitled to vote such number of votes, if any, for each share of such stock as may be granted to them). The right of the election holders of a total of two the Series Y Preferred Stock (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [B] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of class with the holders of record of at least twenty percent (20%) of the Series [B] Preferred Stock or shares of any one or more other such series of Voting Parity Stock) to elect Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of Directors shall continue until such time as the Corporation has paid in full dividends for the equivalent of at least four quarterly Dividend Periods or their equivalent, at which time such Nonpayment Event right with respect to the Series Y Preferred Stock shall be continuing. Such request terminate, except as provided by law, and subject to call a special meeting for revesting in the initial election event of each and every subsequent default of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) character described in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (07(b); (3) . Upon any termination of the right of the holders of all shares of Series [B] Y Preferred Stock and Voting Parity Stock to elect the vote for Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in Directors, the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms term of office of all the Preferred Stock Directors then in office elected by only those holders voting as a class shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeterminate immediately. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Y Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, In case any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of shall occur among the Preferred Stock Director remaining in officeDirectors, or if none remains in office, a successor may be elected by a vote plurality of the votes cast by the holders of record of a majority of the outstanding shares of the Series [B] Y Preferred Stock and Voting Parity Preferred Stock, when they have Stock having the voting rights set forth above in this Section 9 (described above, voting together as a single class). Each such vote of stockholders to remove, or to fill a unless the vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Eventhas already been filled. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold Whenever the term of office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if directors elected by such office holders voting as a class shall not have previously terminated end and the special voting powers vested in such holders as above provided. Notwithstanding anything herein to the contrary, provided in this Section 9(b7(b) shall have no force and effect (andexpired, for all purposes, the number of directors shall be deemed not such number as may be provided for in the By-Laws irrespective of any increase made pursuant to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedSection 7(b).

Right to Elect Two Directors Upon Nonpayment Events. If and whenever when dividends on any shares of Series [B] the Designated Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid or any Parity Stock having similar voting rights shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more dividend payments, whether or not for consecutive Dividend Periods (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred StockHolders, voting together as a class with the holders of any outstanding shares and all other series of Dividend such Parity Stock similarly then outstanding, will be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, provided that the election of no any such Preferred Stock Director directors shall not cause the Corporation Issuer to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its the Issuer’s securities may be listed) that listed companies must have a majority of independent directorsdirectors and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors. If In that event, the Holders number of directors on the Series [B] Preferred StockBoard of Directors shall automatically increase by two, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) % of the Series [B] Designated Preferred Stock or of any other such series of Voting Parity Preferred Stock then outstandinghaving similar voting rights (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the Issuer’s stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingmeeting. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Designated Preferred Stock or Voting other such Parity Preferred Stock, and delivered to the Secretary of the CorporationIssuer in such manner as provided for in Section 9 below, or as may otherwise be required by law. When The voting rights will continue until dividends on the shares of the Designated Preferred Stock and any such series of Parity Stock shall have been fully paid (or declared and a sum sufficient for the payment thereof of such dividends shall have been set asideaside for such payment) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether regular Dividend Periods following the Nonpayment. Whether a plurality, majority or not consecutive) after other portion of the shares of Series A Preferred Stock and any other Parity Stock have been voted in favor of any matter shall be determined by reference to the liquidation amounts of the shares voted. If and when dividends for at least four regular Dividend Periods following a Nonpayment Event, then have been fully paid (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been or declared and paid shalla sum sufficient for such payment shall have been set aside) on the Designated Preferred Stock and any other class or series of Parity Stock, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] the Designated Preferred Stock to elect and all other holders of Parity Stock shall be divested of the Preferred Stock Directors on account of such Nonpayment Event shall cease foregoing voting rights (but subject always to revesting of such voting rights in the case event of any future Nonpayment Event pursuant to this Section 9each subsequent Nonpayment); (4) , the terms term of office of all the each Preferred Stock Directors Director so elected shall forthwith terminate; terminate and (5) the number of directors constituting on the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for at least four regular Dividend Periods following a Nonpayment, the Issuer may take account of doubt, “full” dividends on any dividend it elects to pay for any Dividend Period after the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends regular dividend date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Designated Preferred Stock and Voting together with all series of Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Stock then outstanding (voting together as a single class)) to the extent such holders have the voting rights described above. So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment EventNonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] Designated Preferred Stock and Voting all Parity Preferred Stock, when they have Stock then having the voting rights set forth described above in this Section 9 (voting together as a single class). Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedmatter.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series [B] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid A Preference Shares have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred StockA Preference Shares, together with the holders of any outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”)Preference Shares, voting together as a single class, shall be entitled to elect the two (2) additional directors to the Board of Directors (the “Preferred Stock Preference Shares Directors”); provided, however, that, as provided that it shall be a condition to exercising qualification for election for any such right to so elect such Preferred Stock Directors, Preference Shares Director that the election of no such Preferred Stock Director director shall not cause the Corporation Company to violate the corporate governance requirement requirements of the U.S. Securities and Exchange Commission or the New York Stock Exchange (or any other securities exchange or other trading facility on which its securities of the Company may then be listedlisted or traded) that listed or traded companies must have a majority of independent directors. If The Company will use its best efforts to increase the Holders number of directors constituting the Board of Directors to the extent necessary to effectuate such right. Each Preference Shares Director will be added to an already existing class of directors. In the event that the holders of the Series [B] Preferred StockA Preference Shares, and any such other holders of Voting Parity Preferred StockPreference Shares, shall be entitled to vote for the election of the Preferred Stock Preference Shares Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special general meeting, or at any annual general meeting called of shareholders, and thereafter at annual general meeting of shareholders. At any time when such special voting power has vested in the holders of any of the Series A Preference Shares as described above, the chief executive officer of the Company will, upon the written request of the holders of record of at least twenty percent (20%) 10% of the Series [B] Preferred Stock or of any other such series of Voting Parity Preferred Stock A Preference Shares then outstanding, and at each subsequent annual meeting of stockholders outstanding addressed to the secretary of the Corporation at which time such Nonpayment Event shall be continuing. Such request to Company, call a special general meeting of the holders of the Series A Preference Shares for the initial purpose of electing directors. Such meeting will be held at the earliest practicable date in such place as may be designated pursuant to the Bye-Laws (or if there be no designation, at the Company’s principal office in Bermuda). If such meeting shall not be called by the Company’s proper officers within 20 days after the Company’s secretary has been personally served with such request, or within 60 days after mailing the same by registered or certified mail addressed to the Company’s secretary at the Company’s principal office, then the holders of record of at least 10% of the Series A Preference Shares then outstanding may designate in writing one such holder to call such meeting at the Company’s expense, and such meeting may be called by such holder so designated upon the notice required for annual general meetings of shareholders and will be held in Bermuda, unless the Company otherwise designates. Any holder of the Series A Preference Shares so designated will have access to the Company’s register of members for the purpose of causing meetings of shareholders to be called pursuant to these provisions. Notwithstanding the foregoing, no such special general meeting will be called during the period within 90 days immediately preceding the date fixed for the next annual general meeting of shareholders. At any annual or special general meeting at which the holders of the Series A Preference Shares shall be entitled to vote, voting separately as a class, for the election of the Preferred Stock Preference Shares Directors after following a Nonpayment Event shall Event, the presence, in person or by proxy, of the holders of 50% of such Series A Preference Shares will be made by written notice, signed required to constitute a quorum of the Series A Preference Shares for the election of any director by the requisite holders of the Series [B] Preferred Stock A Preference Shares, voting separately as a class. At any such meeting or Voting Parity Preferred Stockadjournment thereof, the absence of a quorum of the Series A Preference Shares will not prevent the election of directors other than those to be elected by the Series A Preference Shares, voting separately as a class, and delivered the absence of a quorum for the election of such other directors will not prevent the election of the directors to be elected by the Series A Preference Shares, voting separately as a class. The Preference Shares Directors so elected by the holders of the Series A Preference Shares will continue in office (1) until their successors, if any, are elected by such holders or (2) unless required by applicable law to continue in office for a longer period, until termination of the right of the holders of the Series A Preference Shares to vote as a class for directors, if earlier. If and to the Secretary extent permitted by applicable law, immediately upon any termination of the Corporationright of the holders of the Series A Preference Shares to vote as a class for directors as provided herein, or as may otherwise be required the terms of office of the directors then in office so elected by lawthe holders of the Series A Preference Shares will terminate. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] Preferred Stock A Preference Shares for at least four (4) calendar quarters (whether or not consecutive) consecutive Dividend Periods, after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] Preferred Stock A Preference Shares to elect the Preferred Stock Preference Shares Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) and the number of Dividend Periods in which dividends have not been declared and paid shall be reset to zero, and, if and when any rights of holders of Series A Preference Shares and Voting Preference Shares to elect the Preference Shares Directors shall have ceased, the terms of office of all the Preferred Stock Preference Shares Directors shall forthwith terminate; terminate and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulative. Any Preferred Stock Preference Shares Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares aggregate voting power, as determined by the Bye-Laws of the Company, of Series [B] Preferred Stock A Preference Shares and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Preference Shares then outstanding (voting together as a single class), when they have the voting rights described above. So long as a Nonpayment Event Until the right of the holders of Series A Preference Shares and any Voting Preference Shares to elect the Preference Shares Directors shall continuecease, any vacancy in the office of a Preferred Stock Preference Shares Director (other than prior to the initial election of Preferred Stock Preference Shares Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Preference Shares Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock A Preference Shares and any Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Preference Shares (voting together as a single class), when they have the voting rights described above. Each Any such vote of stockholders holders of Series A Preference Shares and Voting Preference Shares to remove, or to fill a vacancy in the office of, a Preferred Stock Preference Shares Director must may be taken only at a special meeting of such stockholdersshareholders, called in the same manner as provided above for the an initial election of Preferred Stock Preference Shares Directors after a Nonpayment EventEvent (unless such request is received less than 90 days before the date fixed for the next annual or special general meeting of the shareholders of the Company, in which event such election shall be held at such next annual or special general meeting of shareholders). The Preferred Stock Preference Shares Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote, unless otherwise adjusted pursuant to the Bye-Laws. Each Preferred Stock Preference Shares Director elected at any special general meeting of shareholders of the Company or by written consent of the other Preference Shares Director shall hold office until the next annual general meeting of the stockholders or until his or her earlier death, resignation or removal, shareholders of the Company if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends on any shares of Series [B] F Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid Shares shall not have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] F Preferred StockShares, together with the holders of any issued and outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”)Shares, voting together as a single class, shall be entitled to elect the two (2) additional directors to the Board of Directors (the “Preferred Stock Shares Directors”); provided, however, that, as provided that it shall be a condition to exercising such right to so elect qualification for election for any such Preferred Stock Directors, Shares Director that the election of no such Preferred Stock Director director shall not cause the Corporation Company to violate the corporate governance requirement requirements of any securities exchange or other trading facility on which securities of the New York Stock Exchange (Company may then be listed or any other exchange on which its securities may be listed) quoted that listed or quoted companies must have a majority of independent directors. If The Company will use its best efforts to increase the Holders number of directors constituting the Board of Directors to the extent necessary to effectuate such right. Each Preferred Shares Director will be added to an already existing class of directors. The number of Preferred Shares Directors on the Board of Directors shall never be more than two at any one time. In the event that the holders of the Series [B] F Preferred StockShares, and any such other holders of Voting Parity Preferred StockShares, shall be entitled to vote for the election of the Preferred Stock Shares Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special general meeting called for that purpose, or at any annual general meeting of shareholders, and thereafter at the annual general meeting of shareholders. At any time when such special voting power has vested in the holders of any of the Series F Preferred Shares as described above, the chairman, president or chief executive officer of the Company will, upon the written request of the holders of record of at least twenty percent (20%) % of the Series [B] F Preferred Stock Shares then issued and outstanding addressed to the secretary of the Company, call a special general meeting of the holders of the Series F Preferred Shares for the purpose of electing directors. Such meeting will be held at the earliest practicable date in such place as may be designated pursuant to the Bye-Laws (or if there be no designation, at the Company’s principal office in Bermuda). If such meeting shall not be called by the Company’s chairman, president or chief executive officer within 20 days after the Company’s secretary has been personally served with such request, or within 60 days after mailing the same by registered or certified mail addressed to the Company’s secretary at the Company’s registered office, then the holders of record of at least 20% of the Series F Preferred Shares then issued and outstanding may designate in writing one such holder to call such meeting at the Company’s expense, and such meeting may be called by such holder so designated upon the notice required for annual general meetings of shareholders and will be held in Bermuda, unless the Company otherwise designates. Any holder of the Series F Preferred Shares so designated will have access to the Company’s register of members for the purpose of causing meetings of shareholders to be called pursuant to these provisions. Notwithstanding the foregoing, no such special general meeting will be called during the period within 90 days immediately preceding the date fixed for the next annual general meeting of shareholders. There is no quorum requirement for a meeting to elect any director by the holders of Voting Preferred Shares pursuant to these provisions. The Preferred Shares Directors so elected by the holders of the Series F Preferred Shares and any other such series of Voting Parity Preferred Stock then outstandingShares will continue in office (1) until their successors, and if any, are elected by such holders at each subsequent the next annual meeting general meeting, or (2) until they are removed by the holders of stockholders record of a majority of the Corporation at which time aggregate voting power of Series F Preferred Shares and Voting Preferred Shares then issued and outstanding (voting together as a single class), as further described below, or (3) unless required by applicable law to continue in office for a longer period, in each case until termination of the right of such Nonpayment Event shall be continuingholders to vote as a class for Preferred Shares Directors, if earlier. Such request If and to call the extent permitted by applicable law, immediately upon any termination of the right of such holders to vote as a special meeting class for Preferred Shares Directors as provided herein, the initial election terms of office of the Preferred Stock Shares Directors after a Nonpayment Event shall be made by written notice, signed then in office so elected by the requisite holders of the Series [B] F Preferred Stock or Shares and any other series of Voting Parity Preferred Stock, Shares will terminate. If and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When when dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] F Preferred Stock Shares for at least four (4) calendar quarters Dividend Periods (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] F Preferred Stock Shares to elect the Preferred Stock Shares Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) and the number of Dividend Periods in which dividends have not been declared and paid shall be reset to zero, and, if and when any rights of holders of Series F Preferred Shares and Voting Preferred Shares to elect the Preferred Shares Directors shall have ceased, the terms of office of all the Preferred Stock Shares Directors shall forthwith terminate; terminate and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for four Dividend Periods following a Nonpayment Event, the Company may take account of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends it elects to pay for such a Dividend Period after the regular Dividend Payment Date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Shares Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares aggregate voting power, as determined by the Bye-laws of the Company, of Series [B] F Preferred Stock Shares and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Shares then issued and outstanding (voting together as a single class), when they have the voting rights described above. So long as a Nonpayment Event Until the right of the holders of Series F Preferred Shares and any Voting Preferred Shares to elect the Preferred Shares Directors shall continuecease, any vacancy in the office of a Preferred Stock Shares Director (other than prior to the initial election of Preferred Stock Shares Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Shares Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the issued and outstanding shares of the Series [B] F Preferred Stock Shares and any Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 Shares (voting together as a single class), when they have the voting rights described above. Each Any such vote of stockholders shareholders to remove, or to fill a vacancy in the office of, a Preferred Stock Shares Director must may be taken only at a special meeting of such stockholdersshareholders, called in the same manner as provided above for the an initial election of Preferred Stock Shares Directors after a Nonpayment EventEvent (unless such request is received less than 90 days before the date fixed for the next annual or special general meeting of the shareholders of the Company, in which event such election shall be held at such next annual or special general meeting of shareholders). The Preferred Stock Shares Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote, unless otherwise adjusted pursuant to the Bye-Laws. Each Preferred Stock Shares Director elected at any special general meeting of shareholders of the Company or by written consent of the other Preferred Shares Director shall hold office until the next annual general meeting of the stockholders or until his or her earlier death, resignation or removal, shareholders of the Company if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of the Series [B] , or any other Voting Preferred Stock that are requiredStock, pursuant to Section 5(b), to be declared and paid shall have not been so declared and paid for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment EventNonpayment”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred Stocksuch shares, voting together as a class with the holders of any outstanding shares and all other series of Dividend Parity Voting Preferred Stock similarly then outstanding, will be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, provided that the election of no any such Preferred Stock Director directors shall not cause the Corporation to violate the corporate governance requirement requirements of the New York Stock Exchange (or any other exchange on which its the Corporation’s securities may be listed) that listed companies must have a majority of independent directors; and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors. If In that event, the Holders number of directors on the Series [B] Preferred StockBoard of Directors shall automatically increase by two, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such new directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) % of the Series [B] Preferred Stock B or of any other such series of Voting Parity Preferred Stock then outstanding(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuingmeeting. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock B or other Voting Parity Preferred Stock, and delivered to the Secretary of the CorporationCorporation in such manner as provided for in Section 16 below, or as may otherwise be required by law. When The voting rights will continue until dividends on the shares of the Series B and any such series of Voting Preferred Stock shall have been fully paid (or declared and a sum sufficient for the payment thereof of such dividends shall have been set asideaside for such payment) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after regular dividend periods following the Nonpayment. If and when dividends for at least four regular dividend periods following a Nonpayment Event, then have been fully paid (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been or declared and paid shalla sum sufficient for such payment shall have been set aside) on the Series B and any other class or series of Voting Preferred Stock, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of the Series [B] B and all other holders of Voting Preferred Stock to elect shall be divested of the Preferred Stock Directors on account of such Nonpayment Event shall cease foregoing voting rights (but subject always to revesting of such voting rights in the case event of any future Nonpayment Event pursuant to this Section 9each subsequent Nonpayment); (4) , the terms term of office of all the each Preferred Stock Directors Director so elected shall forthwith terminate; terminate and (5) the number of directors constituting on the Board of Directors shall automatically be reduced accordinglydecrease by two. For avoidance In determining whether dividends have been paid for at least four regular dividend periods following a Nonpayment, the Corporation may take account of doubt, “full” dividends on any dividend it elects to pay for any dividend period after the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends regular dividend date for that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeperiod has passed. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] B together with all series of Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 then outstanding (voting together as a single class)) to the extent such holders have the voting rights described above. So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment EventNonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] B and all Voting Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class); provided that the filling of each vacancy shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors. Each Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series B or of any other series of Voting Preferred Stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, called in the same manner as provided above for the initial which event such election shall be held at such next annual or special meeting of Preferred Stock Directors after a Nonpayment Eventstockholders). The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedmatter.

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on in respect of any shares of Series [B] Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid B Preference Shares shall have not been so declared and paid paid, on a cumulative basis, for at least the equivalent of six (6) calendar quartersor more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series [B] Preferred StockB Preference Shares, voting together as a single class with the holders of any outstanding shares of Dividend Parity Stock similarly and all Voting Preference Shares then outstanding, shall be entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect members of the two (2) additional directors Board of Directors (the “Preferred Stock Directors”); provided, however, that, as Preference Shares Directors”); provided that it shall be a condition to exercising qualification for election for any such right to so elect such Preferred Stock Directors, Preference Shares Director that the election of no any such Preferred Stock Director directors shall not cause the Corporation Company to violate the corporate governance requirement requirements of the U.S. Securities and Exchange Commission or the New York Stock Exchange (or any other securities exchange or other trading facility on which its securities of the Company may then be listedlisted or quoted) that listed or quoted companies must have a majority of independent directors. If The Company shall use its best efforts to increase the Holders number of directors constituting the Board of Directors to the extent necessary to effectuate such right, and, if necessary, to amend the Bye-Laws. Each Preference Shares Director shall be added to an already existing class of directors. In the event that the holders of the Series [B] Preferred StockB Preference Shares, and any such other holders of Voting Parity Preferred StockPreference Shares, shall be entitled to vote for the election of the Preferred Stock Preference Shares Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special general meeting, or at any annual general meeting called of shareholders, and thereafter at the annual general meeting of shareholders. At any time when such special voting power has vested in the holders of any of the Series B Preference Shares and any such other holders of Voting Preference Shares as described above, the chief executive officer of the Company shall, upon the written request of the holders of record of at least twenty percent (20%) 10% of the aggregate liquidation preference of the Series [B] Preferred Stock or of any other such series of Voting Parity Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuing. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series [B] Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulative. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series [B] Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). Each such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided. Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.B 14

Right to Elect Two Directors Upon Nonpayment Events. If and whenever Whenever dividends payable on any shares of Series [B] Q Preferred Stock that are required, pursuant to Section 5(b), to be or any class or series of Voting Parity Stock have not been declared and paid have not been so declared and paid for in an aggregate amount equal to, as to any class or series, at least six (6) calendar quartersquarterly Dividend Periods or their equivalent, whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series Q Preferred Stock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for the election of two additional directors of the Corporation’s Board of Directors at the Corporation’s next annual meeting of stockholders and at each subsequent annual meeting of stockholders (the “Preferred Stock Directors”) by a plurality of the votes cast; provided that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights). Upon the vesting of such right of such holders, the maximum authorized number of directors then constituting members of the Board of Directors shall automatically be increased by two (2) and the two vacancies so created shall be filled by vote of the holders of the outstanding Series [B] Q Preferred Stock, Stock (together with the holders of any outstanding shares of Dividend any one or more other series of Voting Parity Stock). At elections for such directors, each holder of the Series Q Preferred Stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock similarly being entitled to vote such number of votes, if any, for each share of such stock as may be granted to them). The right of the election holders of a total of two the Series Q Preferred Stock (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. If the Holders of the Series [B] Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of class with the holders of record of at least twenty percent (20%) of the Series [B] Preferred Stock or shares of any one or more other such series of Voting Parity Stock) to elect Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of Directors shall continue until such time as the Corporation has paid in full dividends for the equivalent of at least four quarterly Dividend Periods or their equivalent, at which time such Nonpayment Event right with respect to the Series Q Preferred Stock shall be continuing. Such request terminate, except as provided by law, and subject to call a special meeting for revesting in the initial election event of each and every subsequent default of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series [B] Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law. When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) character described in full on the Series [B] Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (07(b); (3) . Upon any termination of the right of the holders of all shares of Series [B] Q Preferred Stock and Voting Parity Stock to elect the vote for Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in Directors, the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms term of office of all the Preferred Stock Directors then in office elected by only those holders voting as a class shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series [B] Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series [B] Preferred Stock been cumulativeterminate immediately. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series [B] Q Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth described above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, In case any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of shall occur among the Preferred Stock Director remaining in officeDirectors, or if none remains in office, a successor may be elected by a vote plurality of the votes cast by the holders of record of a majority of the outstanding shares of the Series [B] Q Preferred Stock and Voting Parity Preferred Stock, when they have Stock having the voting rights set forth above in this Section 9 (described above, voting together as a single class). Each such vote of stockholders to remove, or to fill a unless the vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Eventhas already been filled. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold Whenever the term of office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if directors elected by such office holders voting as a class shall not have previously terminated end and the special voting powers vested in such holders as above provided. Notwithstanding anything herein to the contrary, provided in this Section 9(b7(b) shall have no force and effect (andexpired, for all purposes, the number of directors shall be deemed not such number as may be provided for in the By-Laws irrespective of any increase made pursuant to be included in this Certificate of Designations) at any time when no shares of Series [B] Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listedSection 7(b).