Common use of Subject to and upon Clause in Contracts

Subject to and upon. compliance with the provisions of this Article Five, the Series __ % Debentures are at the option of the Holder, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to the close of business on the Business Day prior to the corresponding redemption date) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of _____ shares of Common Stock for each $_____ in aggregate principal amount of Series ___% Debentures (equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of this Note is entitled, at the option of the Holderhis, her or its option, at any time through the close of business on ______or after 9:00 a.m. New York City time on July 30, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to 1996 and before the close of business on the Business Day prior next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note at the corresponding redemption date) into principal amount hereof, or of such portion, in to fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at an initial conversion rate of _____ shares of Common Stock for each $_____ in aggregate principal amount of Series ___% Debentures (equal to a conversion price (as adjusted from time equal to time, the "Conversion Price") of $_____ 6.90 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of such Common Stock obtained (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by dividing the principal amount surrender of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be convertedNote, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company at its office or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except agency maintained for that purpose pursuant to a Notice of Conversion delivered the Indenture, accompanied by written notice to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined Company in the Declaration of Trust. If a Preferred Security form provided in this Note (or such other notice as is surrendered for conversion after acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Distribution and before Reset Penalty to the opening close of business on such Interest Payment Date or the corresponding Distribution Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment datein New York Clearing House funds, then, notwithstanding such conversion, or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be paid issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in cash the Indenture. On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the person inproduct of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______March 1, 2027 2007 to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) is called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 63.84 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period between the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date by the Company on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise), need not pay the Company an amount equal to the interest in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to before the close of business on the Business Day prior immediately preceding June 1, 2007 to convert the corresponding redemption date) Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock Shares of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 16.05 per share of Common Stock), subject to adjustment as described in this Article FiveShares. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Shares will be paid issued upon conversion of any Securities. Instead of any fractional shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of this Security is entitled, at the option of the Holderhis option, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to or before the close of business on the Business Day prior immediately preceding March 31, 2004, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, the close of business on the Business Day immediately preceding the Redemption Date or Repurchase Date, as the case may be, to convert this Security (or any portion of the corresponding redemption date) principal amount hereof which is U.S.$1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable non-assessable shares of Common Stock of the Company at an initial a conversion rate of _____ shares of Common Stock for each $_____ in price equal to U.S.$23.70 aggregate principal amount of Series ___% Debentures (equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ per Securities for each share of Common Stock), subject to Stock (or at the current adjusted conversion price if an adjustment has been made as described provided in this Article Five. A Holder of Series ___% Debentures may convert any portion XIII of the principal amount Indenture) by surrender of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be convertedSecurity, duly endorsed or assigned to the Company or in blank. In addition, a holder to the Company at its office or agency in the Borough of Preferred Securities may exercise its right under Manhattan, The City of New York or San Francisco, California accompanied by the Declaration conversion notice hereon executed by the Holder hereof evidencing such Holder's election to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such Preferred Securities into Common Stock by delivering surrender shall be made during the period from the close of business on any Regular Record Date to the Conversion Agent an irrevocable Notice opening of Conversion setting forth business on the information corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment in funds acceptable to the preceding sentence and directing Company of an amount equal to the Conversion Agent to (i) exchange interest payable on such Preferred Security for a portion of Interest Payment Date on the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures this Security then being converted. Subject to the aforesaid requirement for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf payment of such holder, into Common Stock of the Company pursuant to this Article Five interest and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration case of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution Regular Record Date and on or before the opening corresponding Interest Payment Date, to the right of business the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (even if the Security has been called for redemption on a Redemption Date within such period), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the corresponding Distribution payment date, then, notwithstanding such Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Distribution payable on such Distribution payment date Company shall pay a cash adjustment or round up to the next higher whole share as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be paid convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in cash effect. Any such request may be addressed to the person inCompany or to the Security Registrar. The Securities are subject to redemption upon not less than 20 days or more than 60 days notice by mail, at any time on or after April 4, 2000, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on April 4 of the years indicated, Redemption Year Price ---- ----------- 2000 . . . . . . . . . . . . . . 103.375% 2001 . . . . . . . . . . . . . . 102.250% 2002 . . . . . . . . . . . . . . 101.125%

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of this Security has the right, at the option of the Holderits option, at any time through the close of business on ______following January 30, 2027 (or, in the case of Series ___% Debentures called for redemption, 2000 and prior to the close of business on the Business Day prior to immediately preceding January 31, 2004, or in case this Security (or a portion hereof) is called for redemption or the Company has made a Change of Control Purchase Offer, then in respect of this Security (or such portion hereof) until and including but (unless the Company defaults in making the payment due upon redemption or the consummation of the Change of Control Offer, as the case may be) not after, the close of business on the Business Day immediately preceding the corresponding redemption date) into fully paid and nonassessable shares Redemption Date or the Change of Common Stock of Control Purchase Date, as the Company at an initial conversion rate of _____ shares of Common Stock for each $_____ in aggregate principal amount of Series ___% Debentures case may be, to convert this Security (equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the initial Conversion Price of $19.1475 per share, subject to adjustment as provided in Article Thirteen of the Series ___% Debentures into that Indenture. The number of fully paid and nonassessable shares of Common Stock obtained issuable upon conversion of this Security is determined by dividing the principal amount hereof, or of such portion being converted, by the Conversion Price in effect on the Conversion Date. To convert this Security (or any portion hereof), the Holder must surrender this Security and satisfy the other requirements set forth in Section 1302 of the Series ____% Debentures to be converted by Indenture. In case such conversion price. All calculations under this Article Five surrender shall be made during the period from the close of business on any Regular Record Date to the nearest cent opening of business on the next succeeding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date or repurchase on a Change of Control Purchase Date within such period between and including such Regular Record Date and such Interest Payment Date and, as a result, the right to convert would terminate during such period), the Security shall be accompanied by payment in New York Clearing House Funds or other funds acceptable to the nearest 1/100th Company of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debentures, the Holder thereof shall deliver an amount equal to the Conversion Agent an irrevocable Notice of Conversion setting forth interest payable on such Interest Payment Date on the principal amount of Series ____% Debentures this Security then being converted. Subject to be converted, together with the name or names, if other than the Holderaforesaid requirement for payment of interest and, in which the shares case of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution Regular Record Date and on or before the opening next succeeding Interest Payment Date, to the right of business the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest, no payment or adjustment is to be made on conversion for interest accrued hereon or dividends on the corresponding Distribution payment date, then, notwithstanding such Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Distribution payable on such Distribution payment date will be paid in Company shall pay a cash adjustment or round up to the person innext higher whole share as provided in Article Thirteen of the Indenture. The Conversion Price is subject to adjustment as provided in Article Thirteen of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, the right to convert this Security into shares of Common Stock may be changed, as set forth in the Indenture, into a right to convert it into securities, cash or other property.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______February 8, 2027 2007, to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 76.71 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to before the close of business on the Business Day prior immediately preceding April 15, 2008, to convert the corresponding redemption date) Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock common stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 28.00 per share of Common Stock), subject to adjustment as described in this Article Fivecommon stock. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of common stock will be paid issued upon conversion of any Securities. Instead of any fractional shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______September 19, 2027 2007 to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called shall expire at the close of Common Stock business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right in aggregate principal amount respect of Series ___% Debentures a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day immediately preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 92.26 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period between the close of business on any regular record date for payment of a Distribution Regular Record Date and before the opening of business on prior to the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date by the Company on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any Holder which during such period surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 of the Indenture (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise) need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of this Security is entitled, at the option of the Holderhis option, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to or before the close of business on the Business Day prior to immediately preceding November 15, 2006, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day immediately preceding the corresponding redemption date) Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable non-assessable shares of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at an initial a conversion rate of _____ shares of Common Stock for each price equal to $_____ in 66 aggregate principal amount of Series ___% Debentures (equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ per Securities for each share of Common Stock), subject to Stock (or at the current adjusted conversion price if an adjustment has been made as described provided in this Article Five. A Holder of Series ___% Debentures may convert any portion XIII of the principal amount Indenture) by surrender of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be convertedSecurity, duly endorsed or assigned to the Company or in blank. In addition, a holder to the Company at its office or agency in the Borough of Preferred Securities may exercise its right under Manhattan, The City of New York or to the Declaration Corporate Trust Agency accompanied by written notice to the Company that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such Preferred Securities into Common Stock by delivering surrender shall be made during the period from the close of business on any Regular Record Date to the Conversion Agent an irrevocable Notice opening of Conversion setting forth business on the information corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment in funds acceptable to the preceding sentence and directing Company of an amount equal to the Conversion Agent to (i) exchange interest payable on such Preferred Security for a portion of Interest Payment Date on the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures this Security then being converted. Subject to the aforesaid requirement for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf payment of such holder, into Common Stock of the Company pursuant to this Article Five interest and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration case of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular Regular Record Date and on or before the corresponding Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record date at such Regular Record Date to receive an instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Distribution Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and before one-half percent (22.5%) of the opening outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the corresponding Distribution payment daterelevant Record Dates referred to on the face hereof, thenall as provided in the Indenture. In certain circumstances involving a Change in Control, notwithstanding such conversioneach Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Distribution payable on such Distribution payment date Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be paid issued in cash to the person inname of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through the close of business on ______, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to before the close of business on the Business Day prior immediately preceding February 2, 2007, to convert the corresponding redemption date) Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 127.6550 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______October 17, 2027 2007, to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 50.46 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______March 14, 2027 2007 to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) is called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right in aggregate principal amount respect of Series ___% Debentures a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day immediately preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 80.64 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period between the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date by the Company on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise) need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______February 15, 2027 2007, to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 49.7913 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of this Note is entitled, at the option of the Holderhis, her or its option, at any time through the close of business on ______or after 9:00 a.m. New York City time on July 30, 2027 (or, in the case of Series ___% Debentures called for redemption, prior to 1996 and before the close of business on the Business Day prior next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note at the corresponding redemption date) into principal amount hereof, or of such portion, in to fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to $6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company at an initial conversion rate of _____ shares of Common Stock for each $_____ in aggregate principal amount of Series ___traded over the Conversion Reset Period, then multiplied by (y) 115% Debentures (equal to a conversion price (as adjusted from time to time, the "Conversion Reset Price"), if such Conversion Reset Price shall be lower than the conversion price before such calculation, provided that the Conversion Reset Price shall never be adjusted to less than $4.30 per share, but the Company will be required to pay to holders of Notes a quarterly reset penalty ("Reset Penalty") attributable to the Company's inability to adjust the Conversion Reset Price below $4.30 per share. In the event that the conversion price before such calculation shall be equal to or less than the Conversion Reset Price, then no adjustment to the conversion price shall be made. The quarterly Reset Penalty payable to each Holder of Notes shall be an amount equal to $2.50 per Note held by such Holder (which for the purposes of this Paragraph 27 will be determined to be Certificated Notes, each in the denomination of $_____ per share of Common Stock)1,000) unless, subject to adjustment as described but for the proviso in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturespreceding sentence, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name or names, if other Reset Price would have been less than the Holder$3.80 per share, in which case such quarterly Reset Penalty shall be an amount equal to $5.00 per Note held by such Holder. The Reset Penalty shall be payable on each March 1, June 1, September 1 and December 1 (each such date being referred to herein as a "Reset Penalty Payment Date"), commencing on March 1, 1997, the shares first such Reset Penalty Payment Date occurring after the Reset Date, and shall be payable to holders of Common Stock should be issued upon conversion andrecord of Notes on the February 15, if May 15, August 15 and November 15 immediately preceding such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures Reset Penalty Payment Date and shall not accrue. The Reset Penalty will cease to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent payable upon an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person inNote.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % each Holder of Debentures are is entitled, at the option of the such Holder's option, at any time through before the close of business on ______, 2027 2010, to convert the Holder's Debentures (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Debenture (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Debenture (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change in Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Debenture (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Debenture (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ $ per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Debenture (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent, accompanied by a duly signed conversion notice to the Company. In addition, a holder No fractional shares of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice will be issued upon conversion of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange any Debentures. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long shall pay a cash adjustment as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined provided in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person inIndenture.

Subject to and upon. compliance with the provisions of this Article Fivethe Indenture, the Series __ % Debentures are Holder of Securities is entitled, at the option of the such Holder's option, at any time through before the close of business on ______October 13, 2027 2006, to convert the Holder's Securities (oror any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), in at the case principal amount thereof or of Series ___% Debentures called for redemptionsuch portion, prior to the close of business on the Business Day prior to the corresponding redemption date) into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at an initial the Conversion Price in effect at the time of conversion. In the case of a Security (or a portion thereof) called for redemption, such conversion rate right in respect of _____ shares the Security (or such portion thereof) so called, shall expire at the close of Common Stock business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for each $_____ which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in aggregate principal amount respect of Series ___% Debentures the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to a conversion price (as adjusted from time to time, the "Conversion Price") of $_____ 32.0075 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series ___% Debentures may convert any portion of the principal amount of the Series ___% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series ____% Debentures to be converted by such conversion price. All calculations under this Article Five The Conversion Price shall be made to adjusted under certain circumstances as provided in the nearest cent or to Indenture. To exercise the nearest 1/100th of a share, as the case may be. (a) In order to convert all or a portion of the Series ___% Debenturesconversion right, the Holder thereof shall deliver to must surrender the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series ____% Debentures to be converted, together with the name Security (or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Series ___% Debentures are definitive Series ___% Debentures, surrender to the Conversion Agent the Series ___% Debentures to be converted, portion thereof) duly endorsed or assigned to the Company or in blank. In addition, at the office of the Conversion Agent, accompanied by a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering duly signed conversion notice to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Preferred Security for a portion of the Series ___% Debentures held by the Trust (at an exchange rate of $___ principal amount of Series ___% Debentures for each Preferred Security) and (ii) immediately convert such Series ___% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Series ___% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred SecuritiesCompany. Any reference herein to a "holder" of Preferred Securities shall mean a "Holder" of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after during the period from the close of business on any regular record date for payment of a Distribution and before Regular Record Date to the opening of business on the corresponding Distribution Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment date, then, notwithstanding such conversion, in New York Clearing House funds or other funds acceptable to the Distribution Company of an amount equal to the interest payable on such Distribution payment date Interest Payment Date on the principal amount of the Securities being surrendered for conversion. No fractional shares of Common Stock will be paid issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in cash to the person inIndenture.