Exhibit
            4.1
        


        
             
        


        
            CERTIFICATE
            OF DESIGNATION
        


        
            OF
        


        
            5.125%
            CUMULATIVE
            MANDATORY CONVERTIBLE PREFERENCE SHARES
        


        
            OF
        


        
            BUNGE
            LIMITED
        


        
             
        


        
            Set out
            below are the voting powers, designation, relative, participating, optional and other
            rights, preferences and qualifications, limitations and restrictions of the series of
            preference shares of Bunge Limited (the “Company”), designated as
            the 5.125% Cumulative Mandatory Convertible Preference Shares (the “Mandatory
            Convertible Preference Shares”), approved by a resolution of the Board of
            Directors held on October 2 and 3, 2007, a resolution of the Finance and Risk Policy
            Committee of the Board of Directors held on October 16 and 31, 2007, and unanimous
            written resolutions of the Chief Executive Officer, the Chief Financial Officer and the
            Treasurer of the Company dated November 1 and November 7, 2007:
        


        
             
        


        
            1.
             
            Designation
            and Amount; Ranking.
        


        
             
        


        
            (a)
             
            There
            shall be created from the 10,000,000 preference shares, par value US$0.01 each, of the
            Company authorized to be issued pursuant to the memorandum of association and bye-laws
            of the Company, a series of Mandatory Convertible Preference Shares, and the number of
            shares of such series shall be 862,500 (including 112,500 Mandatory Convertible
            Preference Shares that may be issued pursuant to the underwriter’s option to
            cover over-allotments as set forth in the Underwriting Agreement). Such number of
            shares may be decreased by resolution of the Board of Directors;
            provided
            that no
            decrease shall reduce the number of Mandatory Convertible Preference Shares to a number
            less than that of the Mandatory Convertible Preference Shares then issued and
            outstanding plus the number of such shares issuable upon exercise of options or rights
            then outstanding.
        


        
             
        


        
            (b)
             
            The
            Mandatory Convertible Preference Shares will, with respect to both dividend rights and
            rights upon the liquidation, winding-up or dissolution of the Company, rank (i)
            senior to
            Junior Shares;
            (ii) on a
            parity with all other Parity Shares; and (iii) junior to all Senior Shares.
        


        
             
        


        
            2.
             
            Definitions.
            As used
            herein, the following terms shall have the following meanings:
        


        
             
        


        
            (a)
             
            “Accumulated
            Dividends” shall mean, with respect to any Mandatory Convertible Preference
            Share, as of any date, the aggregate accumulated and unpaid dividends on such share
            from the Issue Date until
        


        
             
        

        


        
            
                
                

            


            
                
                    -1-
                


                
                    

                

            


            
                
                

            

        

        


        
            the most
            recent Dividend Payment Date on or prior to such date. There shall be no Accumulated
            Dividends with respect to any Mandatory Convertible Preference Shares prior to the
            first Dividend Payment Date.
        


        
             
        


        
            (b)
             
            “Affiliate”
            shall have the meaning ascribed to it, on the date hereof, under Rule 405 of the
            Securities Act.
        


        
             
        


        
            (c)
             
            “Agent
            Members” shall have the meaning set forth in Section 14(a).
        


        
             
        


        
            (d)
             
            “Applicable
            Market Value” means the average of the Volume-Weighted Average Prices of the
            Common Shares over the 20 consecutive Trading Day period ending on the third Trading
            Day immediately preceding the Mandatory Conversion Date.
        


        
             
        


        
            (e)
             
            “Board
            of Directors” shall mean the board of directors of the Company or, with
            respect to any action to be taken by the Board of Directors, any committee or person
            duly authorized to take such action.
        


        
             
        


        
            (f)
             
            “Business
            Day” shall mean any day other than a Saturday, Sunday or other day on which
            commercial banks in The City of New York are authorized or required by law or executive
            order to close.
        


        
             
        


        
            (g)
             
            “Bye-Laws”
            shall mean the bye-laws of the Company, as amended or amended and restated from time to
            time.
        


        
             
        


        
            (h)
             
            “Certificated
            Mandatory Convertible Preference Share” shall have the meaning set forth
            in
            14(a)(iii).
        


        
             
        


        
            (i)
             
            “Closing
            Price” of Common Shares or any securities distributed in a Spin-Off, as the
            case may be, on any date of determination means (i) the closing price on that date or,
            if no closing price is reported, the last reported sale price of the Common Shares or
            such other securities on the NYSE on that date; or (ii) if the Common Shares or such
            other securities are not traded on the NYSE, the closing price on that date as reported
            in composite transactions for the principal U.S. national or regional securities
            exchange on which the Common Shares or such other securities are so traded or, if no
            closing price is reported, the last reported sale price of the Common Shares or such
            other securities on the principal U.S. national or regional securities exchange on
            which the Common Shares or such other securities are so traded on that date; or (iii)
            if the Common Shares or such other securities are not traded on a U.S. national or
            regional securities exchange, the last quoted bid price on that date for the Common
            Shares or such other securities in the over-the-counter market as reported by Pink
            Sheets LLC or a similar organization; or (iv) if the Common Shares or such other
            securities are not so quoted by Pink Sheets LLC or a similar organization, the market
            price of our Common
        


        
             
        

        


        
            
                
                

            


            
                
                    -2-
                


                
                    

                

            


            
                
                

            

        

        


        
            Shares or
            such other securities on that date as determined by a nationally recognized independent
            investment banking firm retained by the Company for this purpose.
        


        
             
        


        
            (j)
             
            “Common
            Shares” shall mean the common shares, par value US$0.01 each, of the Company,
            or any other class of shares resulting from successive changes or reclassifications of
            such common shares consisting solely of changes in par value, or from par value to no
            par value, or as a result of a subdivision, combination, or merger, amalgamation,
            consolidation or similar transaction in which the Company is a constituent company or
            corporation.
        


        
             
        


        
            (k)
             
            “Common
            Share Price” means, in connection with a Fundamental Change, (a) if the
            consideration paid to holders of Common Shares in such Fundamental Change consists only
            of cash, the amount of cash paid per Common Share and (b) otherwise, the average of the
            Closing Prices per share of the Common Shares over the 10 consecutive Trading Day
            period ending on the Trading Day preceding the Effective Date for such Fundamental
            Change.
        


        
             
        


        
            (l)
             
            “Current
            Market Price” shall mean the average of the Closing Prices of the Common
            Shares over the five (5) consecutive Trading Day period ending on the Trading Day
            preceding the Ex-Date with respect to the issuance or distribution requiring such
            computation.
        


        
             
        


        
            (m)
             
            “Dividend
            Cap” shall have the meaning set forth in Section
            4(e).
        


        
             
        


        
            (n)
             
            “Dividend
            Payment Date” shall mean March 1, June 1, September 1 and December 1 of each
            year, commencing March 1, 2008.
        


        
             
        


        
            (o)
             
            “Dividend
            Period” means the period ending on the day before a Dividend Payment Date and
            beginning on the preceding Dividend Payment Date or, if there is no preceding Dividend
            Payment Date, on the Issue Date.
        


        
             
        


        
            (p)
             
            “Dividend
            Rate” shall have the meaning set forth in Section
            3(a).
        


        
             
        


        
            (q)
             
            “Dividend
            Record Date” shall mean, in respect of each Dividend Payment Date, the
            immediately preceding February 15, May 15, August 15 and November 15.
        


        
             
        


        
            (r)
             
            “DTC”
            or “Depository” shall mean The Depository Trust Company.
        


        
             
        


        
            (s)
             
            “Early
            Conversion” shall have the meaning set forth in Section
            8.
        


        
             
        

        


        
            
                
                

            


            
                
                    -3-
                


                
                    

                

            


            
                
                

            

        

        


        
            (t)
             
            “Early
            Conversion Additional Conversion Amount” shall have the meaning set forth in
            Section
            8(c).
        


        
             
        


        
            (u)
             
            “Early
            Conversion Date” shall have the meaning set forth in Section
            10(b)(iii).
        


        
             
        


        
            (v)
             
            “Effective
            Date” shall mean the date on which any Fundamental Change occurs and is
            effective.
        


        
             
        


        
            (w)
             
            “Exchange
            Act” shall mean the Securities Exchange Act of 1934, as amended, and the
            rules and regulations promulgated thereunder.
        


        
             
        


        
            (x)
             
            “Exchange
            Property” shall have the meaning set forth in Section
            13(j).
        


        
             
        


        
            (y)
             
            “Ex-Date”
            when used with respect to any issuance or distribution, shall mean the first date on
            which Common Shares trade without the right to receive such issuance or
            distribution.
        


        
             
        


        
            (z)
             
            “Expiration
            Date” shall have the meaning set forth in Section
            13(g).
        


        
             
        


        
            (aa)
             
            “Fair
            Market Value” shall mean the fair market value as determined in good faith by
            the Board of Directors, whose determination shall be conclusive and set forth in a
            resolution of the Board of Directors.
        


        
             
        


        
            (bb)
             
            “Fixed
            Conversion Rate” shall mean each of the Maximum Conversion Rate and the
            Minimum Conversion Rate.
        


        
             
        


        
            (cc)
             
            “Fundamental
            Change” shall be deemed to have occurred at such time after the Issue Date
            upon the occurrence of any of the following events:
        


        
             
        


        
            (i)
             
            the
            consolidation with, or amalgamation or merger with or into, another Person or the sale,
            assignment, conveyance, transfer, lease or other disposition, in one or a series of
            related transactions, of all or substantially all of the Company’s assets
            (determined on a consolidated basis), or the consolidation by any person with, or
            amalgamation or merger by any person with or into, the Company, other than pursuant to
            a transaction in which the persons that “beneficially owned” (as defined in
            Rule 13d-3 under the Exchange Act) directly or indirectly, the Voting Shares of the
            Company immediately prior to such transaction beneficially own, directly or indirectly,
            Voting Shares representing a majority of the total voting power of all issued and
            outstanding classes of Voting Shares of the continuing, surviving or transferee Person
            in
        


        
             
        

        


        
            
                
                

            


            
                
                    -4-
                


                
                    

                

            


            
                
                

            

        

        


        
            substantially
            the same proportion among themselves as such ownership immediately prior to such
            transaction;
        


        
             
        


        
            (ii)
             
            the sale,
            lease or transfer, in one or a series of related transactions, of all or substantially
            all of the Company’s assets (determined on a consolidated basis) to any Person or
            group (as such term is used in Section 13(d)(3) of the Exchange Act), other than
            pursuant to a transaction in which persons that “beneficially owned” (as
            defined in Rule 13d-3 under the Exchange Act) directly or indirectly, the
            Company’s Voting Shares immediately prior to such transaction beneficially own,
            directly or indirectly, Voting Shares representing a majority of the total voting power
            of such person or group;
        


        
             
        


        
            (iii)
             
            the
            adoption of a plan the consummation of which would result in the liquidation or
            dissolution of the Company;
        


        
             
        


        
            (iv)
             
            the
            acquisition, directly or indirectly, by any Person or group (as such term is used in
            Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3
            under the Exchange Act) of more than 50% of the aggregate voting power of the Voting
            Shares of the Company;
        


        
             
        


        
            (v)
             
            during any
            period of two consecutive years, individuals who at the beginning of such period
            comprised the Board of Directors (together with any new directors whose appointment by
            such Board of Directors or whose nomination for election by the shareholders of the
            Company was approved by a vote of 66% of the directors of the Company then still in
            office who were either directors at the beginning of such period or whose election or
            nomination for election was previously so approved) cease for any reason to constitute
            a majority of the Board of Directors then in office; or
        


        
             
        


        
            (vi)
             
            the Common
            Shares of the Company cease to be listed on a national securities exchange or an
            over-the-counter market in the United States;
        


        
             
        


        
            provided,
            however, that a Fundamental Change will not be deemed to have occurred in the case
            of a merger, consolidation or amalgamation, if (x) at least 90% of the consideration
            (excluding cash payments for fractional shares and cash payments pursuant to
            dissenters’ appraisal rights) in the merger, consolidation or amalgamation
            consists of common shares or stock (as appropriate) of a company incorporated or
            organized under the laws of Bermuda, the United States or any political or subdivision
            thereof, any full member state of the European Union, Canada or any
        


        
             
        

        


        
            
                
                

            


            
                
                    -5-
                


                
                    

                

            


            
                
                

            

        

        


        
            political
            or subdivision thereof, Australia or Switzerland, traded on a national securities
            exchange or on an over-the-counter market in the United States (or which will be so
            traded or quoted when issued or exchanged in connection with such transaction) and (y)
            as a result of such transaction or transactions the Mandatory Convertible Preference
            Shares become convertible into such common shares or stock.
        


        
             
        


        
            (dd)
             
            “Fundamental
            Change Conversion” shall mean the right of the Holders to convert their
            shares pursuant to Section
            9(a).
        


        
             
        


        
            (ee)
             
            “Fundamental
            Change Conversion Period” shall mean, in respect of a Fundamental Change, the
            period beginning, and including, the Effective Date for such Fundamental Change and
            ending on 5:00 p.m., New York City time, on the date that is 30 Trading Days after such
            Effective Date (or, if earlier, the Mandatory Conversion Date).
        


        
             
        


        
            (ff)
             
            “Fundamental
            Change Conversion Date” shall mean the effective date of any Fundamental
            Change Conversion of Mandatory Convertible Preference Shares pursuant to Section
            10(c).
        


        
             
        


        
            (gg)
             
            “Fundamental
            Change Conversion Rate” shall mean, in respect of a Fundamental Change, the
            conversion rate set forth in the table below for the applicable Effective Date and the
            applicable Common Share Price:
        


        
             
        


        
            	
                      	 	
                        
                            
                            Common Share Price on Effective Date
                        

                    	
                     
	
                        
                            
                            Effective Date
                        

                    	 	
                        
                            
                            $40.00
                        

                    	
                     	
                        
                            
                            $60.00
                        

                    	
                     	
                        
                            
                            $80.00
                        

                    	
                     	
                        
                            
                            $100.00
                        

                    	
                     	
                        
                            
                            $103.11
                        

                    	
                     	
                        
                            
                            $120.00
                        

                    	
                     	
                        
                            
                            $121.67
                        

                    	
                     	
                        
                            
                            $140.00
                        

                    	
                     	
                        
                            
                            $160.00
                        

                    	
                     	
                        
                            
                            $180.00
                        

                    	
                     	
                        
                            
                            $200.00
                        

                    	
                     	
                        
                            
                            $250.00
                        

                    	
                     	
                        
                            
                            $300.00
                        

                    	
                     	
                        
                            
                            $350.00
                        

                    	
                     	
                        
                            
                            $400.00
                        

                    	
                     
	
                        
                            November
                            7, 2007
                        

                    	 	
                     	
                        
                            
                            9.0654
                        

                    	
                     	
                     	
                        
                            
                            8.8620
                        

                    	
                     	
                     	
                        
                            
                            8.5662
                        

                    	
                     	
                     	
                        
                            
                            8.3476
                        

                    	
                     	
                     	
                        
                            
                            8.3224
                        

                    	
                     	
                     	
                        
                            
                            8.2214
                        

                    	
                     	
                     	
                        
                            
                            8.2142
                        

                    	
                     	
                     	
                        
                            
                            8.1593
                        

                    	
                     	
                     	
                        
                            
                            8.1339
                        

                    	
                     	
                     	
                        
                            
                            8.1272
                        

                    	
                     	
                     	
                        
                            
                            8.1292
                        

                    	
                     	
                     	
                        
                            
                            8.1443
                        

                    	
                     	
                     	
                        
                            
                            8.1582
                        

                    	
                     	
                     	
                        
                            
                            8.1682
                        

                    	
                     	
                     	
                        
                            
                            8.1753
                        

                    	
                     
	
                        
                            December
                            1, 2008
                        

                    	 	
                     	
                        
                            
                            9.3343
                        

                    	
                     	
                     	
                        
                            
                            9.1958
                        

                    	
                     	
                     	
                        
                            
                            8.8555
                        

                    	
                     	
                     	
                        
                            
                            8.5422
                        

                    	
                     	
                     	
                        
                            
                            8.5033
                        

                    	
                     	
                     	
                        
                            
                            8.3411
                        

                    	
                     	
                     	
                        
                            
                            8.3291
                        

                    	
                     	
                     	
                        
                            
                            8.2357
                        

                    	
                     	
                     	
                        
                            
                            8.1883
                        

                    	
                     	
                     	
                        
                            
                            8.1706
                        

                    	
                     	
                     	
                        
                            
                            8.1665
                        

                    	
                     	
                     	
                        
                            
                            8.1729
                        

                    	
                     	
                     	
                        
                            
                            8.1809
                        

                    	
                     	
                     	
                        
                            
                            8.1868
                        

                    	
                     	
                     	
                        
                            
                            8.1909
                        

                    	
                     
	
                        
                            December
                            1, 2009
                        

                    	 	
                     	
                        
                            
                            9.5337
                        

                    	
                     	
                     	
                        
                            
                            9.5200
                        

                    	
                     	
                     	
                        
                            
                            9.2399
                        

                    	
                     	
                     	
                        
                            
                            8.8063
                        

                    	
                     	
                     	
                        
                            
                            8.7434
                        

                    	
                     	
                     	
                        
                            
                            8.4693
                        

                    	
                     	
                     	
                        
                            
                            8.4488
                        

                    	
                     	
                     	
                        
                            
                            8.2931
                        

                    	
                     	
                     	
                        
                            
                            8.2223
                        

                    	
                     	
                     	
                        
                            
                            8.1994
                        

                    	
                     	
                     	
                        
                            
                            8.1941
                        

                    	
                     	
                     	
                        
                            
                            8.1967
                        

                    	
                     	
                     	
                        
                            
                            8.2003
                        

                    	
                     	
                     	
                        
                            
                            8.2030
                        

                    	
                     	
                     	
                        
                            
                            8.2050
                        

                    	
                     
	
                        
                            December
                            1, 2010
                        

                    	 	
                     	
                        
                            
                            9.6984
                        

                    	
                     	
                     	
                        
                            
                            9.6984
                        

                    	
                     	
                     	
                        
                            
                            9.6984
                        

                    	
                     	
                     	
                        
                            
                            9.6984
                        

                    	
                     	
                     	
                        
                            
                            9.6984
                        

                    	
                     	
                     	
                        
                            
                            8.3333
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     	
                     	
                        
                            
                            8.2190
                        

                    	
                     


        


        
            

        


        
            The exact
            Common Share Prices and Effective Dates may not be set forth on the table, in which
            case: (i) if the Common Share Price is between two Common Share Price amounts on the
            table or the Effective Date is between two dates on the table, the Fundamental Change
            Conversion Rate will be determined by straight-line interpolation between the
            Fundamental Change Conversion Rates set forth for the higher and lower Common Share
            Price amounts and the two dates, as applicable, based on a 365-day year; (ii) if the
            Common Share Price is in excess of $400 (subject to adjustment), then the Fundamental
            Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment;
            and
            (iii) if
            the Common Share Price is less than $40 (subject to adjustment), then the Fundamental
            Change Conversion Rate will be the Maximum Conversion Rate, subject to
            adjustment.
        


        
             
        


        
            The Common
            Shares Prices in the column headings in the table above are subject to adjustment in
            accordance with the provisions of
            13(n)(iii).
            The
        


        
             
        

        


        
            
                
                

            


            
                
                    -6-
                


                
                    

                

            


            
                
                

            

        

        


        
            Fundamental
            Change Conversion Rates set forth in the table above are each subject to adjustment in
            the same manner as each Fixed Conversion Rate as set forth in Section
            13.
        


        
             
        


        
            (hh)
             
            “Fundamental
            Change Dividend Make-Whole Amount” shall have the meaning set forth in
            Section
            9(c).
        


        
             
        


        
            (ii)
             
            “Fundamental
            Change Notice” shall have the meaning set forth in Section
            9(b).
        


        
             
        


        
            (jj)
             
            “Holder”
            shall mean a holder of record of the Mandatory Convertible Preference Shares.
        


        
             
        


        
            (kk)
             
            “Issue
            Date” shall mean November 7, 2007, the original date of issuance of the
            Mandatory Convertible Preference Shares.
        


        
             
        


        
            (ll)
             
            “Junior
            Shares” shall mean all Common Shares of the Company, the Company’s
            Series A Preference Shares, and each other class of shares or series of preference
            shares established by the Board of Directors after the Issue Date, the terms of which
            do not expressly provide that such class or series ranks senior to or on parity with
            the Mandatory Convertible Preference Shares as to dividend rights or rights upon the
            liquidation, winding-up or dissolution of the Company.
        


        
             
        


        
            (mm)
             
            “Liquidation
            Preference” shall mean, with respect to each Mandatory Convertible Preference
            Share, US$ 1,000.00 plus, upon voluntary or involuntary liquidation, winding-up or
            dissolution, an amount equal to Accumulated Dividends at such time.
        


        
             
        


        
            (nn)
             
            “Mandatory
            Conversion Additional Conversion Amount” shall have the meaning set forth in
            Section
            7(c).
        


        
             
        


        
            (oo)
             
            “Mandatory
            Conversion Date” shall mean December 1, 2010.
        


        
             
        


        
            (pp)
             
            “Mandatory
            Conversion Rate” shall mean, in respect of each Mandatory Convertible
            Preference Share:
        


        
             
        


        
            (i)
             
            if the
            Applicable Market Value is greater than the Threshold Appreciation Price, a number of
            Common Shares equal to the Minimum Conversion Rate;
        


        
             
        


        
            (ii)
             
            if the
            Applicable Market Value is less than or equal to the Threshold Appreciation Price but
            equal to or greater than the Reference Price, a number of Common Shares equal to
            $1,000.00 divided by the Applicable Market Value; or
        


        
             
        

        


        
            
                
                

            


            
                
                    -7-
                


                
                    

                

            


            
                
                

            

        

        


        
            (iii)
             
            if the
            Applicable Market Value is less than the Reference Price, a number of Common Shares
            equal to the Maximum Conversion Rate.
        


        
             
        


        
            (qq)
             
            “Maximum
            Conversion Rate” shall mean, initially, 9.6984 Common Shares per Mandatory
            Convertible Preference Share, as may be adjusted pursuant to this Certificate.
        


        
             
        


        
            (rr)
             
            “Minimum
            Conversion Rate” shall mean, initially, 8.2190 Common Shares per Mandatory
            Convertible Preference Share, as may be adjusted pursuant to this Certificate.
        


        
             
        


        
            (ss)
             
            “NYSE”
            shall mean the New York Stock Exchange, Inc.
        


        
             
        


        
            (tt)
             
            “Officer”
            shall mean the Chairman, the Chief Executive Officer, the Chief Financial Officer, the
            Treasurer, the Secretary or any Assistant Secretary of the Company.
        


        
             
        


        
            (uu)
             
            “Officers’
            Certificate” shall mean a certificate signed by two Officers.
        


        
             
        


        
            (vv)
             
            “Opinion
            of Counsel” shall mean a written opinion from legal counsel who is acceptable
            to the Transfer Agent. The counsel may be an employee of or counsel to the Company or
            the Transfer Agent.
        


        
             
        


        
            (ww)
             
            “Parity
            Shares” shall mean the outstanding 4.875% cumulative convertible perpetual
            preference shares of the Company and any class of shares or series of preference shares
            established after the Issue Date by the Board of Directors, the terms of which
            expressly provide that such class or series will rank on parity with the Mandatory
            Convertible Preference Shares as to dividend rights or rights upon the liquidation,
            winding-up or dissolution of the Company.
        


        
             
        


        
            (xx)
             
            “Person”
            shall mean any individual, company, corporation, general partnership, limited
            partnership, limited liability partnership, joint venture, association, joint-stock
            company, trust, limited liability company, unincorporated organization or government or
            any agency or political subdivision thereof.
        


        
             
        


        
            (yy)
             
            “Reference
            Price” shall mean, initially, $103.11, as may be adjusted pursuant to this
            Certificate.
        


        
             
        


        
            (zz)
             
            “Reorganization
            Event” shall have the meaning set forth in Section
            13(j).
        


        
             
        


        
            (aaa)
             
            “SEC”
            or “Commission” shall mean the United States Securities and Exchange
            Commission.
        


        
             
        

        


        
            
                
                

            


            
                
                    -8-
                


                
                    

                

            


            
                
                

            

        

        


        
            (bbb)
             
            “Securities
            Act” shall mean the United States Securities Act of 1933, as amended.
        


        
             
        


        
            (ccc)
             
            “Senior
            Shares” shall mean any class of shares or series of preference shares
            established after the Issue Date by the Board of Directors, the terms of which
            expressly provide that such class or series will rank senior to the Mandatory
            Convertible Preference Shares as to dividend rights or rights upon the liquidation,
            winding-up or dissolution of the Company.
        


        
             
        


        
            (ddd)
             
            “Shelf
            Registration Statement” shall mean the shelf registration statement filed
            with the SEC to cover resales of Common Shares by holders thereof, as described under
            Section 4(f).
        


        
             
        


        
            (eee)
             
            “Spin-Off”
            shall mean a dividend or other distribution of shares to all or substantially all
            holders of Common Shares consisting of share capital of, or similar equity interests
            in, or relating to a subsidiary or other business unit of the Company.
        


        
             
        


        
            (fff)
             
            “Threshold
            Appreciation Price” shall mean, initially, $121.67, as may be adjusted
            pursuant to this Certificate.
        


        
             
        


        
            (ggg)
             
            “Trading
            Day” shall mean a day on which the Common Shares: (i) are not suspended from
            trading on any national or regional securities exchange or association or
            over-the-counter market at the close of business; and (ii) have traded at least once on
            the national or regional securities exchange or association or over-the-counter market
            that is the primary market for the trading of the Common Shares.
        


        
             
        


        
            (hhh)
             
            “Transfer
            Agent” shall mean Mellon Investor Services LLC, the Company’s duly
            appointed transfer agent, branch, registrar and conversion and dividend disbursing
            agent for the Mandatory Convertible Preference Shares. The Company may, in its sole
            discretion, remove the Transfer Agent with ten (10) days’ prior notice to the
            Transfer Agent; provided that the Company shall appoint a successor Transfer Agent who
            shall accept such appointment prior to the effectiveness of such removal.
        


        
             
        


        
            (iii)
             
            “Underwriting
            Agreement” shall mean that certain Underwriting Agreement with respect to the
            Mandatory Convertible Preference Shares, dated November 1, 2007, between the Company
            and Citigroup Global Markets Inc.
        


        
             
        


        
            (jjj)
             
            “Volume-Weighted
            Average Price” shall mean, on any Trading Day, the per share volume-weighted
            average price as displayed under the heading “Bloomberg VWAP” on Bloomberg
            in respect of the period from the scheduled open of trading on the principal trading
            market for the Common Shares to the scheduled close of trading on such market
        


        
             
        

        


        
            
                
                

            


            
                
                    -9-
                


                
                    

                

            


            
                
                

            

        

        


        
            on such
            Trading Day, or if such volume-weighted average price is unavailable, or in case of
            consideration into which Common Shares have been exchanged in connection with certain
            corporate transactions, the market value of one Common Share (or of such other
            consideration) on such Trading Day as the Company determines in good faith using, if
            reasonably practicable, a volume-weighted method.
        


        
             
        


        
            (kkk)
             
            “Voting
            Rights Class” shall have the meaning set forth in Section
            5(a)(i).
        


        
             
        


        
            (lll)
             
            “Voting
            Rights Triggering Event” shall mean that dividends on the Mandatory
            Convertible Preference Shares are in arrears and unpaid for six or more quarterly
            Dividend Periods (whether or not consecutive).
        


        
             
        


        
            (mmm)
             
            “Voting
            Shares” shall mean, with respect to any Person, securities of any class or
            classes of Capital Shares in such Person entitling the holders thereof (whether at all
            times or only so long as no senior class of shares has voting power by reason of
            contingency) to vote in the election of members of the Board of Directors or other
            governing body of such Person. For purposes of this definition, “Capital
            Shares” shall mean, with respect to any Person, any and all shares,
            interests, participations or other equivalents (however designated) of corporate shares
            or stock or partnership interests and any and all warrants, options and rights with
            respect thereto (whether or not currently exercisable), including each class of common
            shares and preference shares of such Person.
        


        
             
        


        
            3.
             
            Dividends. 
        


        
             
        


        
            (a)
             
            Subject to
            applicable law, the holders of the issued and outstanding Mandatory Convertible
            Preference Shares shall be entitled, when, as and if declared by the Board of Directors
            out of funds of the Company legally available therefor, to receive cumulative dividends
            at the rate per annum of 5.125% per share on the Liquidation Preference (equivalent to
            US $51.25 per annum per share), payable quarterly in arrears (the “Dividend
            Rate”). Dividends may be paid in cash, Common Shares, or a combination
            thereof as set forth in Section
            4
            below.
            Dividends payable for each full dividend period will be computed by dividing the
            Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date
            (commencing March 1, 2008) for the quarterly period ending immediately prior to such
            Dividend Payment Date, to the holders of record of Mandatory Convertible Preference
            Shares at the close of business on the Dividend Record Date applicable to such Dividend
            Payment Date. Such dividends shall be cumulative from the most recent date as to which
            dividends shall have been paid or, if no dividends have been paid, from the Issue Date
            (whether or not in any dividend period or
        


        
             
        

        


        
            
                
                

            


            
                
                    -10-
                


                
                    

                

            


            
                
                

            

        

        


        
            periods
            such dividend has been declared) and shall accrue on a day-to-day basis, whether or not
            earned or declared, from and after the Issue Date. Dividends payable for any partial
            dividend period, including the initial partial dividend period ending immediately prior
            to March 1, 2008, shall be computed on the basis of days elapsed over a 360-day year
            consisting of twelve 30-day months. Accumulations of dividends on Mandatory Convertible
            Preference Shares shall not bear interest. 
        


        
             
        


        
            (b)
             
            No
            dividend will be declared or paid upon, or any sum set apart for the payment of
            dividends upon, any issued and outstanding Mandatory Convertible Preference Share with
            respect to any Dividend Period unless all dividends for all preceding Dividend Periods
            have been declared and paid, or declared and cash and/or such number of Common Shares,
            if any, sufficient for the payment thereof, have been set apart and/or reserved for the
            payment of such dividend, upon all issued and outstanding Mandatory Convertible
            Preference Shares.
        


        
             
        


        
            (c)
             
            No
            dividends or other distributions (other than a dividend or distribution payable solely
            in Parity Shares or Junior Shares (in the case of Parity Shares) or Junior Shares (in
            the case of Junior Shares) and other than cash paid in lieu of fractional shares) may
            be declared, made or paid, or set apart for payment upon, any Parity Shares or Junior
            Shares, nor may any Parity Shares or Junior Shares be redeemed, repurchased or
            otherwise acquired for any consideration (or any money paid to or made available for a
            sinking fund for the redemption of any Parity Shares or Junior Shares) by or on behalf
            of the Company (except by conversion into or exchange for Parity Shares or Junior
            Shares (in the case of Parity Shares) or Junior Shares (in the case of Junior Shares)),
            unless Accumulated Dividends shall have been or contemporaneously are, declared and
            paid, or are declared and a sum in cash or Common Shares sufficient for the payment
            thereof is set apart or reserved for such payment on the Mandatory Convertible
            Preference Shares and any Parity Shares for all dividend payment periods terminating on
            or prior to the date of such declaration, payment, redemption, repurchase or
            acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the
            Mandatory Convertible Preference Shares and any Parity Shares, dividends may be
            declared and paid on the Mandatory Convertible Preference Shares and such Parity Shares
            so long as the dividends are declared and paid pro rata so that the amounts of
            dividends declared per share on the Mandatory Convertible Preference Shares and such
            Parity Shares will, in all cases, bear to each other the same ratio that accumulated
            and unpaid dividends per share on the Mandatory Convertible Preference Shares and such
            Parity Shares bear to each other.
        


        
             
        


        
            (d)
             
            Holders
            shall not be entitled to any dividends on the Mandatory Convertible Preference Shares,
            whether payable in cash, property or Common Shares, in excess of full cumulative
            dividends. No
        


        
             
        

        


        
            
                
                

            


            
                
                    -11-
                


                
                    

                

            


            
                
                

            

        

        


        
            interest,
            or sum of money in lieu of interest, shall be payable in respect of any dividend
            payment or payments on the Mandatory Convertible Preference Shares that may be in
            arrears.
        


        
             
        


        
            4.
             
            Method
            of Payment of Dividends. 
        


        
             
        


        
            (a)
             
            Subject to
            the Dividend Cap described below, any declared dividend (or any portion of any declared
            dividend) on the Mandatory Convertible Preference Shares may be paid by the Company, as
            determined in the Company’s sole discretion, (i) in cash; (ii) by delivery of
            Common Shares; or (iii) through any combination of cash and Common Shares.
        


        
             
        


        
            (b)
             
            Each
            payment of a declared dividend on the Mandatory Convertible Preference Shares shall be
            made in cash, except to the extent the Company elects to make all or any portion of
            such payment in Common Shares. The Company may make such election by giving notice to
            Holders thereof of such election and the portions of such payment that shall be made in
            cash and in Common Shares no later than 10 Trading Days prior to the Dividend Record
            Date.
        


        
             
        


        
            (c)
             
            Common
            Shares issued in payment or partial payment of a declared dividend shall be valued for
            such purpose at 97% of the average of the Volume-Weighted Average Prices per Common
            Share over the five consecutive Trading Day period ending on the second Trading Day
            immediately preceding the applicable Dividend Record Date.
        


        
             
        


        
            (d)
             
            No
            fractional Common Shares shall be delivered to Holders in payment or partial payment of
            a dividend. A cash adjustment shall be paid to each Holder that would otherwise be
            entitled to a fraction of a Common Share based on the average of the Volume-Weighted
            Average Prices of the Common Shares over the five consecutive Trading Day period ending
            on the second Trading Day immediately preceding the applicable Dividend Record
            Date.
        


        
             
        


        
            (e)
             
            Notwithstanding
            the foregoing, in no event shall the number of Common Shares delivered in connection
            with any dividend payment (or portion thereof) as described above exceed a number equal
            to the total dividend payment (or such portion) divided by $34.37 (this number of
            shares, the “Dividend Cap”), subject to adjustment in the same
            manner (but on an inversely proportional basis) as each Fixed Conversion Rate as set
            forth in Section
            13
            hereof.
            To the
            extent the Company does not deliver Common Shares as a result of the Dividend Cap, the
            Company may, notwithstanding any notice by it to the contrary, pay the remaining unpaid
            dividend in cash at such time and to the extent the Company is legally permitted to do
            so.
        


        
             
        

        


        
            
                
                

            


            
                
                    -12-
                


                
                    

                

            


            
                
                

            

        

        


        
            (f)
             
            The
            Company may not pay any portion of a dividend on the Mandatory Convertible Preference
            Shares in Common Shares unless (i) the Common Shares to be issued and delivered are
            freely transferable by the recipient without further action on its behalf or (ii) a
            Shelf Registration Statement relating to those Common Shares has been filed with the
            SEC and is effective to permit the resale of the Common Shares by the holders thereof.
            To the extent applicable, the Company shall also use its reasonable best efforts to
            have the Common Shares qualified or registered under applicable state securities laws,
            if required, and approved for listing on the NYSE (or if the Common Shares are not
            listed on the NYSE, on another principal U.S. national or regional securities exchange
            or automated quotation system on which the Common Shares are then listed or
            quoted).
        


        
             
        


        
            5.
             
            Voting. 
        


        
             
        


        
            (a)
             
            The
            Mandatory Convertible Preference Shares shall have no voting rights except as set forth
            below or in the Bye-Laws or as otherwise required by Bermuda law from time to
            time: 
        


        
             
        


        
            (i)
             
            If and
            whenever at any time or times a Voting Rights Triggering Event occurs, then the holders
            of Mandatory Convertible Preference Shares, voting as a single class with any other
            series of preference shares having similar voting rights that are exercisable (the
            “Voting Rights Class”), will be entitled at the next annual general
            or special general meeting to elect two directors to the Board of Directors. Upon the
            election of any such additional directors, the number of directors that comprise the
            Board of Directors may be increased by such number of additional
            directors. 
        


        
             
        


        
            (ii)
             
            Such
            voting rights may be exercised at a special general meeting of the holders of shares,
            including the Mandatory Convertible Preference Shares, comprising the Voting Rights
            Class, called as hereinafter provided, or at any general meeting held for the purpose
            of electing directors until such time as all dividends in arrears on the Mandatory
            Convertible Preference Shares shall have been paid in full, at which time or times such
            voting rights shall terminate. The Company will facilitate the election or appointment
            of these two directors in a manner consistent with the Bye-laws and applicable law. The
            terms of the directors so elected will be determined in accordance with the Bye-laws.
            If such voting rights terminate before such directors’ term of office would
            otherwise expire, the Board of Directors may ask such directors to tender their
            resignation as directors upon termination of such voting rights.
        


        
             
        

        


        
            
                
                

            


            
                
                    -13-
                


                
                    

                

            


            
                
                

            

        

        


        
            (iii)
             
            At any
            time when such voting rights shall have vested in holders of shares including the
            Mandatory Convertible Preference Shares comprising the Voting Rights Class, the
            Chairman of the Company or the Board of Directors may call, and, upon written request
            of the record holders of shares representing at least twenty-five percent (25%) of the
            voting power of the shares then comprising the Voting Rights Class, addressed to the
            Secretary of the Company, the Board of Directors shall call a special general meeting
            of the holders of shares then comprising the Voting Rights Class. Such meeting shall be
            convened, and notice thereof shall be given, in accordance with the Bye-Laws.
            Notwithstanding the provisions of this paragraph
            (iii), no
            such special general meeting shall be called during a period within the 60 days
            immediately preceding the date fixed for the next annual general meeting of
            shareholders, in which such case, the election of directors pursuant to Section
            5(a)(i)
            shall be
            held at such annual general meeting of shareholders. 
        


        
             
        


        
            (iv)
             
            At any
            meeting held for the purpose of electing directors at which the holders of shares
            including the Mandatory Convertible Preference Shares comprising the Voting Rights
            Class shall have the right to elect directors as provided herein, the presence in
            person or by proxy of the holders of shares representing more than fifty percent (50%)
            in voting power of the then issued and outstanding shares comprising the Voting Rights
            Class shall be required and shall be sufficient to constitute a quorum of such class
            for the election of directors by such class. The affirmative vote of the holders of
            Mandatory Convertible Preference Shares constituting a majority of the Mandatory
            Convertible Preference Shares present at such meeting, in person or by proxy, shall be
            sufficient to elect any such director.
        


        
             
        


        
            (v)
             
            For so
            long as the foregoing voting rights are vested in the holders of the Mandatory
            Convertible Preference Shares, any vacancy in respect of any director elected pursuant
            to the voting rights created under this Section
            5(a)
            shall be
            filled only by vote of the holders of shares including the Mandatory Convertible
            Preference Shares comprising the Voting Rights Class at a special general meeting
            called in accordance with the procedures set forth in this Section 5, or, if no such
            special general meeting is called, at the next annual general meeting of
            shareholders.
        


        
             
        


        
            (vi)
             
            So long as
            any Mandatory Convertible Preference Shares remain issued and outstanding, unless a
            greater percentage shall then be required by law, the affirmative vote or consent of
            the holders of at least 66% of the issued and outstanding
        


        
             
        

        


        
            
                
                

            


            
                
                    -14-
                


                
                    

                

            


            
                
                

            

        

        


        
            Mandatory
            Convertible Preference Shares voting or consenting, as the case may be, separately as
            one class, will be required for amendments to the Company’s memorandum of
            association, the Bye-Laws or this Certificate of Designation that would vary adversely
            the specified rights, preferences, privileges or voting rights of holders of Mandatory
            Convertible Preference Shares.
        


        
             
        


        
            (vii)
             
            In
            exercising the voting rights set forth in this Section
            5(a)
            or
            Section
            5(c), the
            Bye-Laws or otherwise under Bermuda law, each Mandatory Convertible Preference Share
            shall be entitled to one vote in any case where the holders of Mandatory Convertible
            Preference Shares are entitled to vote as a single class; and each class or series of
            preference shares shall have a number of votes proportionate to the aggregate
            liquidation preference of its outstanding shares in any case where the holders of
            Mandatory Convertible Preference Shares are entitled to vote as a class with holders of
            Parity Shares or other classes of shares or series of preference shares.
        


        
             
        


        
            (b)
             
            The
            Company may authorize or increase the authorized amount of Common Shares or
            undesignated preference shares, or create or issue any class or series of Parity Shares
            or Junior Shares, without the consent of the holders of Mandatory Convertible
            Preference Shares, and in taking such actions the Company shall be deemed not to have
            varied adversely the rights, preferences, privileges or voting rights of holders of
            Mandatory Convertible Preference Shares.
        


        
             
        


        
            (c)
             
            So long as
            any Mandatory Convertible Preference Shares remain issued and outstanding the
            affirmative vote or consent of the holders of at least 66% of the issued and
            outstanding Mandatory Convertible Preference Shares voting or consenting, as the case
            may be, separately as one class, will be required to authorize, increase the authorized
            amount of, or issue any class or series of Senior Shares (or any security convertible
            into Senior Shares).
        


        
             
        


        
            6.
             
            Liquidation
            Rights. 
        


        
             
        


        
            (a)
             
            In the
            event of any liquidation, winding-up or dissolution of the Company, whether voluntary
            of involuntary, each holder of Mandatory Convertible Preference Shares shall be
            entitled to receive and to be paid, out of the assets of the Company available for
            distribution to its shareholders, the Liquidation Preference, in preference to the
            holders of, and before any payment or distribution is made on, any Junior Shares,
            including, without limitation, on any Common Shares. 
        


        
             
        

        


        
            
                
                

            


            
                
                    -15-
                


                
                    

                

            


            
                
                

            

        

        


        
            (b)
             
            Neither
            the sale, conveyance, exchange or transfer (for cash, shares, securities or other
            consideration) of all or substantially all the assets or business of the Company (other
            than in connection with the liquidation, winding-up or dissolution of its business) nor
            the merger, amalgamation or consolidation of the Company into or with any other Person
            shall be deemed to be a liquidation, winding-up or dissolution, voluntary or
            involuntary, for the purposes of this Section 6.
        


        
             
        


        
            (c)
             
            After the
            payment to the holders of the Mandatory Convertible Preference Shares of the
            Liquidation Preference provided for in this Section 6, the holders of Mandatory
            Convertible Preference Shares shall have no right or claim to any of the remaining
            assets of the Company.
        


        
             
        


        
            (d)
             
            In the
            event the assets of the Company available for distribution to the holders of Mandatory
            Convertible Preference Shares upon any liquidation, winding-up or dissolution of the
            Company, whether voluntary or involuntary, shall be insufficient to pay in full all
            amounts to which such holders are entitled pursuant to Section
            6(a), no
            such distribution shall be made on account of any Parity Shares upon such liquidation,
            dissolution or winding-up unless proportionate distributable amounts shall be paid on
            account of the Mandatory Convertible Preference Shares, ratably, in proportion to the
            full distributable amounts for which holders of the Mandatory Convertible Preference
            Shares and the Parity Shares are entitled upon such liquidation, dissolution or
            winding-up.
        


        
             
        


        
            7.
             
            Mandatory
            Conversion. 
        


        
             
        


        
            (a)
             
            Each
            Mandatory Convertible Preference Share shall automatically convert (unless previously
            converted at the option of the Holder in accordance with Section
            8
            or
            pursuant to an exercise of a Fundamental Change Conversion right pursuant to
            Section
            9) on the
            Mandatory Conversion Date, into a number of Common Shares equal to the Mandatory
            Conversion Rate.
        


        
             
        


        
            (b)
             
            In
            addition to the number of Common Shares issuable pursuant to
            7(a)
            above, Holders of the Mandatory Convertible Preference Shares on the Mandatory
            Conversion Date shall have the right to receive an amount equal to all Accumulated
            Dividends on the Mandatory Convertible Preference Shares for the then-current Dividend
            Period ending on the Mandatory Conversion Date and all prior Dividend Periods (other
            than previously declared dividends on the Mandatory Convertible Preference Shares
            payable to Holders of record as of a prior record date) to the extent the Company is
            legally permitted to pay such dividends.
        


        
             
        


        
            (c)
             
            If on the
            Mandatory Conversion Date the Company (i) has not declared or paid all or any portion
            of Accumulated Dividends payable on such date or (ii) is not legally permitted to pay
            any such dividends, the
        


        
             
        

        


        
            
                
                

            


            
                
                    -16-
                


                
                    

                

            


            
                
                

            

        

        


        
            Mandatory
            Conversion Rate will be adjusted so that Holders will receive an additional number of
            Common Shares equal to the amount of Accumulated Dividends that have not been declared
            or paid (the “Mandatory Conversion Additional Conversion Amount”)
            divided by 97% of the average of the Volume-Weighted Average Prices of the Common
            Shares over the twenty (20) consecutive Trading Day period ending on the third Trading
            Day immediately preceding the Mandatory Conversion Date;
            provided,
            however,
            that in no event shall the Company increase the Mandatory Conversion Rate by the
            Mandatory Conversion Additional Conversion Amount in excess of the Dividend Cap. To the
            extent that the Company does not deliver any or all of the additional Common Shares as
            a result of the Dividend Cap,
            the
            Company shall, notwithstanding any notice by it to the contrary, pay the remaining
            unpaid Accumulated Dividends in cash at such time and to the extent the Company is
            legally permitted to do so.
        


        
             
        


        
            8.
             
            Conversion
            at the Option of the Holder 
        


        
             
        


        
            (a)
             
            Other than
            during a Fundamental Change Conversion Period, the Mandatory Convertible Preference
            Shares are convertible, in whole or in part at the option of the Holder thereof, at any
            time prior to the Mandatory Conversion Date (an “Early Conversion”),
            into Common Shares at the Minimum Conversion Rate, subject to adjustment as set forth
            in Section 13 hereof.
        


        
             
        


        
            (b)
             
            A Holder
            on the Early Conversion Date, with respect to each Mandatory Convertible Preference
            Share being converted, shall have the right to receive an amount equal to all
            Accumulated Dividends on such Mandatory Convertible Preference Shares for all prior
            Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding
            the Early Conversion Date (other than previously declared dividends on the Mandatory
            Convertible Preference Shares payable to Holders as of a prior Dividend Record Date) to
            the extent the Company is legally permitted to pay such dividends.
        


        
             
        


        
            (c)
             
            On the
            Early Conversion Date, in the event the Company (i) has not declared or paid all or any
            portion of the Accumulated Dividends payable to the Early Conversion Date as set forth
            in Section 8(b) or (ii) is not then legally permitted to pay such dividends, the
            Minimum Conversion Rate shall be adjusted so that the Holder receives an additional
            number of Common Shares (the “Early Conversion Additional Conversion
            Amount”) equal to such amount of Accumulated Dividends that have not been
            declared divided by 97% of the average of the Volume-Weighted Average Prices of the
            Common Shares over the twenty (20) consecutive Trading Day period ending on the third
            Trading Day immediately preceding the Early Conversion Date;
            provided,
            however, that in no event shall the Company increase the Minimum Conversion Rate
            by the Early
        


        
             
        

        


        
            
                
                

            


            
                
                    -17-
                


                
                    

                

            


            
                
                

            

        

        


        
            Conversion
            Additional Conversion Amount in excess of the Dividend Cap. To the extent that the
            Company does not deliver any or all additional Common Shares as a result of the
            Dividend Cap, the Company shall, notwithstanding any notice by it to the contrary, pay
            the remaining Early Conversion Additional Conversion Amount in cash at such time and to
            the extent it is legally permitted to do so. 
        


        
             
        


        
            (d)
             
            Except as
            described above, upon any Early Conversion, the Company will make no payment or
            allowance for unpaid dividends on the Mandatory Convertible Preference Shares.
        


        
             
        


        
            9.
             
            Fundamental
            Change; Fundamental Change Dividend Make-Whole Amount
        


        
             
        


        
            (a)
             
            In the
            event of a Fundamental Change, the Holders shall have the right to convert their
            Mandatory Convertible Preference Shares, in whole or in part, into Common Shares during
            the Fundamental Change Conversion Period at the Fundamental Change Conversion Rate.
            Upon conversion pursuant to this Section
            9,
            converting Holders shall receive, for each Mandatory Convertible Preference Share, (i)
            a number of Common Shares equal to the Fundamental Change Conversion Rate as set forth
            in this Section 9(a)
            and (ii)
            the sum of any Accumulated Dividends and the Fundamental Change Dividend Make-Whole
            Amount as described in Section 9(c)
            below, to
            the extent the Company is legally permitted to make such payments.
        


        
             
        


        
            (b)
             
            To the
            extent the Company is aware of a Fundamental Change, on or before the tenth Trading Day
            prior to the anticipated effective date of the Fundamental Change, a written notice
            (the “Fundamental Change Notice”) shall be sent by or on behalf of
            the Company, by first-class mail, postage prepaid, to the Holders of record as they
            appear on the share register of the Company. Such notice shall state: 
        


        
             
        


        
            (i)
             
            the
            anticipated Effective Date of the Fundamental Change;
        


        
             
        


        
            (ii)
             
            that
            Holders shall have the right to effect a Fundamental Change Conversion in connection
            with such Fundamental Change during the Fundamental Change Conversion Period;
        


        
             
        


        
            (iii)
             
            the
            Fundamental Change Conversion Period;
        


        
             
        


        
            (iv)
             
            if the
            Company shall elect to pay any amount payable pursuant to Section
            9(c)
            below in
            full in Common Shares or in a combination of cash and Common Shares (and if so, will
            specify the combination, which may be in percentage terms); and
        


        
             
        

        


        
            
                
                

            


            
                
                    -18-
                


                
                    

                

            


            
                
                

            

        

        


        
            (v)
             
            the
            instructions a Holder must follow to effect a Fundamental Change Conversion in
            connection with such Fundamental Change.
        


        
             
        


        
            (c)
             
            Fundamental
            Change Dividend Make-Whole Amount. For any Mandatory Convertible Preference Shares
            that are converted during the Fundamental Change Conversion Period, in addition to the
            Common Shares issued upon conversion based on the Fundamental Change Conversion Rate,
            the Company shall, in its sole discretion, either:
        


        
             
        


        
            (i)
             
            pay the
            Holder an amount in cash equal to the sum of (x) all Accumulated Dividends on Mandatory
            Convertible Preference Shares to, but excluding, the date the Holder receives the
            Fundamental Change Dividend Make-Whole Amount and (y) the present value of all dividend
            payments on Mandatory Convertible Preference Shares held by the Holder for all
            remaining Dividend Periods to but excluding the Mandatory Conversion Date (excluding
            any unpaid dividends accrued during the portion of the then-current dividend period
            through, but excluding, the date the Holder receives the Fundamental Change Dividend
            Make-Whole Amount), in each case, to the extent the Company is legally permitted to do
            so (the “Fundamental Change Dividend Make-Whole Amount”);
            or 
        


        
             
        


        
            (ii)
             
            increase
            the number of Common Shares to be issued on conversion as described in Section 9(a)
            above
            by a
            number of Common Shares equal to (x) the sum of all Accumulated Dividends for the
            period described in Section 9(c)(i) above
            and the
            Fundamental Change Dividend Make-Whole Amount, divided by (y) 97% of the Common Share
            Price;
            provided
            that, in
            no event shall the Company increase the number of Common Shares to be issued in excess
            of the Dividend Cap.
        


        
             
        


        
            For the
            purpose of determining the Fundamental Change Dividend Make-Whole Amount, the present
            value of the remaining dividend payments will be computed using a discount rate equal
            to 6.50%. To the extent the Company is not legally permitted to pay all or any portion
            of the payments described in Section 9(c)(i) above
            in cash,
            it will increase the number of Common Shares to be issued on conversion as described
            under Section 9(c)(ii) above. In addition, to the extent Section 9(c)(ii) above
            applies
            and the Company does not deliver all or a portion of the Fundamental Change Dividend
            Make-Whole Amount in Common Shares as a result of the Dividend Cap, it shall pay the
            remaining portion in cash, at such time and to the extent it is legally permitted to do
            so.
        


        
             
        


        
            10.
             
            Conversion
            Procedures.
        


        
             
        

        


        
            
                
                

            


            
                
                    -19-
                


                
                    

                

            


            
                
                

            

        

        


        
            (a)
             
            Pursuant
            to Section
            7, on the
            Mandatory Conversion Date, any outstanding Mandatory Convertible Preference Shares will
            automatically convert into Common Shares. The person or persons entitled to receive the
            Common Shares issuable upon mandatory conversion of the Mandatory Convertible
            Preference Shares will be treated as the record holder(s) of such Common Shares as of
            5:00 p.m., New York City time, on the Mandatory Conversion Date. Prior to 5:00 p.m.,
            New York City time, on the Mandatory Conversion Date, the Common Shares issuable upon
            conversion of the Mandatory Convertible Preference Shares will not be deemed to be
            outstanding for any purpose and Holders shall have no rights with respect to such
            Common Shares, including voting rights, rights to respond to tender offers and rights
            to receive any dividends or other distributions on the Common Shares, by virtue of
            holding the Mandatory Convertible Preference Shares.
        


        
             
        


        
            (b)
             
            To effect
            an Early Conversion pursuant to Section
            8, or to
            effect a conversion at the option of the Holder pursuant to Section 9 a Holder
            who:
        


        
             
        


        
            (i)
             
            holds a
            beneficial interest in a global Mandatory Convertible Preference Share must deliver to
            DTC the appropriate instruction form for conversion pursuant to DTC’s conversion
            program and, if required, pay funds equal to the dividend payable on the next Dividend
            Payment Date to which such Holder is not entitled and, if required, pay all taxes or
            duties, if any; or
        


        
             
        


        
            (ii)
             
            holds
            Mandatory Convertible Preference Shares in certificated form must, subject to Section
            14:
        


        
             
        


        
            (A)
             
            complete
            and manually sign the conversion notice on the back of the Mandatory Convertible
            Preference Shares certificate or a facsimile of the conversion notice;
        


        
             
        


        
            (B)
             
            deliver
            the completed conversion notice and the certificated Mandatory Convertible Preference
            Shares to be converted to the Transfer Agent;
        


        
             
        


        
            (C)
             
            if
            required, furnish appropriate endorsements and transfer documents;
        


        
             
        


        
            (D)
             
            if
            required, pay all transfer or similar taxes, if any.
        


        
             
        


        
            (iii)
             
            The Early
            Conversion will be effective on the date on which a Holder has satisfied all of the
            foregoing requirements, to the extent applicable (the “Early Conversion
            Date”). Holders will not be required to pay any taxes or duties relating to
            the issuance or delivery of Common Shares if Holders exercise their
        


        
             
        

        


        
            
                
                

            


            
                
                    -20-
                


                
                    

                

            


            
                
                

            

        

        


        
            conversion
            rights, but they will be required to pay any tax or duty that may be payable relating
            to any transfer involved in the issuance or delivery of Common Shares in a name other
            than the name of such Holder. Certificates representing Common Shares will be issued
            and delivered only after all applicable taxes and duties, if any, payable by Holders
            have been paid in full.
        


        
             
        


        
            (iv)
             
            The person
            or persons entitled to receive the Common Shares issuable upon Early Conversion shall
            be treated for all purposes as the record holder(s) of such Common Shares as of 5:00
            p.m., New York City time, on the applicable Early Conversion Date. No allowance or
            adjustment, except as set forth in Section
            13, shall
            be made in respect of dividends payable to holders of Common Shares of record as of any
            date prior to such applicable Early Conversion Date. Prior to 5:00 p.m., New York City
            time, on the applicable Early Conversion Date, Common Shares issuable upon conversion
            of any Mandatory Convertible Preference Shares shall not be deemed outstanding for any
            purpose, and Holders shall have no rights with respect to the Common Shares (including
            voting rights, rights to respond to tender offers for the Common Shares and rights to
            receive any dividends or other distributions on the Common Shares) by virtue of holding
            Mandatory Convertible Preference Shares.
        


        
             
        


        
            (v)
             
            In the
            event that an Early Conversion is effected with respect to Mandatory Convertible
            Preference Shares representing less than all the Mandatory Convertible Preference
            Shares held by a Holder, upon such Early Conversion the Company shall execute and the
            Transfer Agent shall countersign and deliver to the Holder thereof, at the expense of
            the Company, a certificate evidencing the Mandatory Convertible Preference Shares as to
            which Early Conversion was not effected.
        


        
             
        


        
            (c)
             
            To effect
            a Fundamental Change Conversion pursuant to Section
            9
            a Holder
            shall deliver to the Transfer Agent at any time during the Fundamental Change
            Conversion Period, the certificate(s) (if such shares are held in certificated form)
            evidencing the Mandatory Convertible Preference Shares with respect to which the
            Fundamental Change Conversion right is being exercised, duly assigned or endorsed for
            transfer to the Company, or accompanied by duly executed stock powers relating thereto,
            or in blank, with a written notice to the Company stating the Holder’s intention
            to convert early in connection with the Fundamental Change containing the information
            set forth in Section
            9
            and
            providing the Company with payment instructions. If a Holder holds a beneficial
            interest in a global Mandatory Convertible Preference Share, such Holder must deliver
            to DTC the appropriate instruction form for conversion pursuant to DTC’s
            conversion program and, if required, pay all transfer or
        


        
             
        

        


        
            
                
                

            


            
                
                    -21-
                


                
                    

                

            


            
                
                

            

        

        


        
            similar
            taxes or duties, if any. A Holder will not be required to pay any transfer or similar
            taxes or duties relating to the issuance or delivery of Common Shares if such Holder
            exercises its conversion rights, but such Holder will be required to pay any transfer
            or similar tax or duty that may be payable relating to any transfer involved in the
            issuance or delivery of Common Shares in a name other than the name of such Holder. A
            certificate representing Common Shares will be issued and delivered only after all
            applicable taxes and duties, if any, payable by the Holder have been paid in full. For
            the avoidance of doubt, Holders who do not submit their conversion notice during the
            Fundamental Change Conversion Period shall not be entitled to convert their Mandatory
            Convertible Preference Shares at the Fundamental Change Conversion Rate or to receive
            the Fundamental Change Dividend Make-Whole Amount.
        


        
             
        


        
            (i)
             
            The person
            or persons entitled to receive the Common Shares issuable upon such conversion shall be
            treated for all purposes as the record holder(s) of such Common Shares as of 5:00 p.m.,
            New York City time, on the applicable Fundamental Change Conversion Date. No allowance
            or adjustment, except as set forth in Section 13, shall be made in respect of dividends
            payable to holders of Common Shares of record as of any date prior to such applicable
            Fundamental Change Conversion Date. Prior to such applicable Fundamental Change
            Conversion Date, Common Shares issuable upon conversion of any Mandatory Convertible
            Preference Shares shall not be deemed outstanding for any purpose, and Holders shall
            have no rights with respect to the Common Shares (including voting rights, rights to
            respond to tender offers for the Common Shares and rights to receive any dividends or
            other distributions on the Common Shares) by virtue of holding Mandatory Convertible
            Preference Shares.
        


        
             
        


        
            (ii)
             
            In the
            event that a Fundamental Change Conversion is effected with respect to Mandatory
            Convertible Preference Shares representing less than all the Mandatory Convertible
            Preference Shares held by a Holder, upon such Fundamental Change Conversion the Company
            shall execute and the Transfer Agent shall countersign and deliver to the Holder
            thereof, at the expense of the Company, a certificate evidencing the Mandatory
            Convertible Preference Shares as to which Fundamental Change Conversion was not
            effected.
        


        
             
        


        
            (d)
             
            Mandatory
            Convertible Preference Shares that have been converted shall cease to be outstanding on
            the applicable conversion date, subject to the right of Holders of such shares to
            receive Common Shares issuable upon conversion of such Mandatory Convertible
            Preference
        


        
             
        

        


        
            
                
                

            


            
                
                    -22-
                


                
                    

                

            


            
                
                

            

        

        


        
            Shares and
            other amounts, if any, to which they are entitled pursuant to Sections
            7,
            8
            and
            9, as
            applicable.
        


        
             
        


        
            (e)
             
            In the
            event that a Holder of Mandatory Convertible Preference Shares shall not by written
            notice designate the name in which Common Shares to be issued upon conversion of such
            Mandatory Convertible Preference Shares should be registered or the address to which
            the certificate or certificates representing such Common Shares should be sent, the
            Company shall be entitled to register such shares, and make such payment, in the name
            of the Holder of such Mandatory Convertible Preference Shares as shown on the records
            of the Company and to send the certificate or certificates representing such Common
            Shares to the address of such Holder shown on the records of the Company.
        


        
             
        


        
            11.
             
            Reservation
            of Common Shares; other agreements of the Company
        


        
             
        


        
            (a)
             
            The
            Company shall at all times reserve and keep available out of its authorized and
            unissued Common Shares or shares held in the treasury of the Company, solely for
            issuance upon the conversion of Mandatory Convertible Preference Shares as herein
            provided, free from any preemptive or other similar rights, such number of Common
            Shares as shall from time to time be issuable upon the conversion of all the Mandatory
            Convertible Preference Shares then outstanding. For purposes of this Section
            11(a), the
            number of Common Shares that shall be deliverable upon the conversion of all
            outstanding Mandatory Convertible Preference Shares shall be computed as if at the time
            of computation all such outstanding shares were held by a single Holder. 
        


        
             
        


        
            (b)
             
            Notwithstanding
            the foregoing, the Company shall be entitled to deliver upon conversion of Mandatory
            Convertible Preference Shares, as herein provided, Common Shares reacquired and held in
            the treasury of the Company (in lieu of the issuance of authorized and unissued Common
            Shares), so long as any such treasury shares are free and clear of all liens, charges,
            security interests or encumbrances (other than liens, charges, security interests and
            other encumbrances created by the Holders).
        


        
             
        


        
            (c)
             
            All Common
            Shares delivered upon conversion of the Mandatory Convertible Preference Shares shall
            be duly authorized, validly issued, fully paid and non-assessable, free and clear of
            all liens, claims, security interests and other encumbrances (other than liens,
            charges, security interests and other encumbrances created by the Holders).
        


        
             
        


        
            (d)
             
            Prior to
            the delivery of any Common Shares that the Company shall be obligated to deliver upon
            conversion of the Mandatory Convertible Preference Shares, the Company shall use its
            reasonable best
        


        
             
        

        


        
            
                
                

            


            
                
                    -23-
                


                
                    

                

            


            
                
                

            

        

        


        
            efforts to
            comply with all federal and state laws and regulations thereunder requiring the
            registration of such securities with, or any approval of or consent to the delivery
            thereof by, any governmental authority.
        


        
             
        


        
            (e)
             
            The
            Company hereby covenants and agrees that, if at any time the Common Shares shall be
            listed on the NYSE or if the Common Shares are not listed on the NYSE (or another
            principal U.S. national or regional securities exchange or automated quotation system
            on which the Common Shares are then listed or quoted), the Company shall, if permitted
            by the rules of such exchange or automated quotation system, list and keep listed, so
            long as the Common Shares shall be so listed on such exchange or automated quotation
            system, all Common Shares issuable upon conversion of the Mandatory Convertible
            Preference Shares;
            provided,
            however, that if the rules of such exchange or automated quotation system permit
            the Company to defer the listing of such Common Shares until the first conversion of
            Mandatory Convertible Preference Shares into Common Shares in accordance with the
            provisions hereof, the Company covenants to list such Common Shares issuable upon
            conversion of the Mandatory Convertible Preference Shares in accordance with the
            requirements of such exchange or automated quotation system at such time.
        


        
             
        


        
            12.
             
            Fractional
            Shares.
        


        
             
        


        
            (a)
             
            No
            fractional Common Shares shall be issued to holders of Mandatory Convertible Preference
            Shares upon conversion. In lieu of any fractional Common Shares otherwise issuable in
            respect of the aggregate number of Mandatory Convertible Preference Shares of any
            holder that are converted, that holder shall be entitled to receive an amount in cash
            (computed to the nearest cent) equal to the same fraction of: (i) in the case of a
            mandatory conversion on the Mandatory Conversion Date or a Fundamental Change
            Conversion, the average of the Volume-Weighted Average Prices of Common Shares over the
            five consecutive Trading Day period preceding the Trading Day immediately preceding the
            Mandatory Conversion Date or Fundamental Change Conversion Date, as applicable; or (ii)
            in the case of an Early Conversion, the Volume-Weighted Average Prices of Common Shares
            on the second Trading Day immediately preceding the conversion date.
        


        
             
        


        
            (b)
             
            If more
            than one Mandatory Convertible Preference Share is surrendered for conversion at one
            time by or for the same holder, the number of Common Shares issuable upon conversion
            thereof shall be computed on the basis of the aggregate number of Mandatory Convertible
            Preference Shares so surrendered.
        


        
             
        

        


        
            
                
                

            


            
                
                    -24-
                


                
                    

                

            


            
                
                

            

        

        


        
            13.
             
            Anti-Dilution
            Adjustments.
            Each Fixed
            Conversion Rate shall be subject to the following adjustments:
        


        
             
        


        
            (a)
             
            Dividends
            and Distributions. If the Company issues Common Shares to all or substantially all
            of the holders of Common Shares as a dividend or other distribution, each Fixed
            Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for
            determination of the holders of Common Shares entitled to receive such dividend or
            other distribution shall be divided by a fraction (i) the numerator of which is the
            number of Common Shares outstanding at 5:00 p.m., New York City time, on the date fixed
            for such determination, and (ii) the denominator of which is the sum of the number of
            Common Shares outstanding at 5:00 p.m., New York City time, on the date fixed for such
            determination and the total number of Common Shares constituting such dividend or other
            distribution.
        


        
             
        


        
            Any
            adjustment made pursuant to this Section 13(a) will become effective immediately prior
            to 9:00 a.m., New York City time, on the date following the date fixed for such
            determination. If any dividend or distribution described in this Section 13(a) is
            declared but not so paid or made, each Fixed Conversion Rate shall be readjusted,
            effective as of the date the Board of Directors publicly announces its decision not to
            make such dividend or distribution, to such Fixed Conversion Rate that would be in
            effect if such dividend or distribution had not been declared. For the purposes of this
            Section 13(a), the number of Common Shares outstanding at 5:00 p.m., New York City
            time, on the date fixed for such determination shall not include shares held in
            treasury by the Company but shall include any shares issuable in respect of any scrip
            certificates issued in lieu of fractions of Common Shares. The Company shall not pay
            any dividend or make any distribution on Common Shares held in treasury by the
            Company.
        


        
             
        


        
            (b)
             
            Issuance
            of Common Share Purchase Rights. If the Company issues to all or substantially all
            holders of Common Shares rights or warrants (other than rights or warrants issued
            pursuant to a dividend reinvestment plan or share purchase plan or other similar
            plans), entitling such holders, for a period of up to 45 calendar days from the date of
            issuance of such rights or warrants, to subscribe for or purchase Common Shares at a
            price per share less than the Current Market Price, each Fixed Conversion Rate in
            effect at 5:00 p.m., New York City time, on the date fixed for determination of the
            holders of Common Shares entitled to receive such rights or warrants will be increased
            by multiplying such Fixed Conversion Rate by a fraction (i) the numerator of which is
            the sum of the number of Common Shares outstanding at 5:00 p.m., New York City time, on
            the date fixed for such determination and the number of Common Shares issuable pursuant
            to such rights or warrants, and (ii) the denominator of which shall be the sum of the
            number of Common
        


        
             
        

        


        
            
                
                

            


            
                
                    -25-
                


                
                    

                

            


            
                
                

            

        

        


        
            Shares
            outstanding at 5:00 p.m., New York City time, on the date fixed for such determination
            and the number of Common Shares equal to the quotient of (x) the aggregate offering
            price payable to exercise such rights or warrants divided by (y) the Current Market
            Price.
        


        
             
        


        
            Any
            adjustment made pursuant to this Section 13(b) will become effective prior to 9:00
            a.m., New York City time, on the day following the date fixed for such determination.
            In the event that such rights or warrants described in this Section 13(b) are not so
            issued, each Fixed Conversion Rate shall be readjusted, effective as of the date the
            Board of Directors publicly announces its decision not to issue such rights or
            warrants, to such Fixed Conversion Rate that would then be in effect if such issuance
            had not been declared. To the extent that such rights or warrants are not exercised
            prior to their expiration or Common Shares are otherwise not delivered pursuant to such
            rights or warrants upon the exercise of such rights or warrants, each Fixed Conversion
            Rate shall be readjusted to such Fixed Conversion Rate that would then be in effect had
            the adjustment made upon the issuance of such rights or warrants been made on the basis
            of the delivery of only the number of Common Shares actually delivered. In determining
            the aggregate offering price payable to exercise such rights or warrants, there shall
            be taken into account any consideration received for such rights or warrants and the
            value of such consideration (if other than cash, to be determined by the Board of
            Directors whose determination shall be conclusive). For the purposes of this Section
            13(b), the number of Common Shares at the time outstanding shall not include shares
            held in treasury by the Company but shall include any shares issuable in respect of any
            scrip certificates issued in lieu of fractions of Common Shares. The Company shall not
            issue any such rights or warrants in respect of Common Shares held in treasury by the
            Company.
        


        
             
        


        
            (c)
             
            Subdivisions
            and Combinations of the Common Shares. If outstanding Common Shares shall be
            subdivided into a greater number of Common Shares or combined into a lesser number of
            Common Shares, each Fixed Conversion Rate in effect prior to 5:00 p.m., New York City
            time, on the effective date of such subdivision or combination shall be multiplied by a
            fraction (i) the numerator of which is the number of Common Shares that would be
            outstanding immediately after, and solely as a result of, such subdivision or
            combination, and (ii) the denominator of which is the number of Common Shares
            outstanding immediately prior to such subdivision or combination.
        


        
             
        


        
            Any
            adjustment made pursuant to this Section 13(c) shall become effective at 5:00 p.m., New
            York City time, on the effective date of such subdivision or combination.
        


        
             
        


        
            (d)
             
            Debt or
            Asset Distribution. If the Company distributes to all or substantially all holders
            of Common Shares evidences of its
        


        
             
        

        


        
            
                
                

            


            
                
                    -26-
                


                
                    

                

            


            
                
                

            

        

        


        
            indebtedness,
            share capital, securities, cash or other assets (excluding (i) any dividend or
            distribution covered by Section 13(a); (ii) any rights or warrants covered by Section
            13(b); (iii) any dividend or distribution covered by Section 13(f); and (iv) any
            Spin-Off to which the provisions set forth in Section 13(e) apply), each Fixed
            Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for the
            determination of holders of Common Shares entitled to receive such distribution will be
            multiplied by a fraction (x) the numerator of which is the Current Market Price, and
            (y) the denominator of which is the Current Market Price minus the Fair Market Value,
            as determined by the Board of Directors on such date fixed for determination of the
            portion of the evidences of indebtedness, share capital, securities, cash or other
            assets so distributed applicable to one Common Share.
        


        
             
        


        
            (e)
             
            Spin-Offs.
            In the case of a Spin-Off, each Fixed Conversion Rate in effect at 5:00 p.m., New York
            City time, on the twelfth Trading Day after the Ex-Date for such distribution will be
            multiplied by a fraction (i) the numerator of which is the sum of (x) the average
            closing price of Common Shares for the ten (10) Trading Day period beginning on, and
            including, the third Trading Day immediately following the Ex-Date for such
            distribution and (y) the Fair Market Value, as determined by the Board of Directors, of
            the portion of share capital or similar equity interests so distributed applicable to
            one Common Share as of the twelfth Trading Day after the Ex-Date for such distribution
            (or, if such shares of share capital or equity interests are listed on a national or
            regional securities exchange, the average closing price of such securities for the ten
            (10) consecutive Trading Day-period beginning on, and including, the third Trading Day
            immediately following the Ex-Date for such distribution), and (ii) the denominator of
            which is the average closing price of Common Shares for the ten (10) Trading Day period
            beginning on, and including, the third Trading Day immediately following the Ex-Date
            for such distribution
        


        
             
        


        
            Any
            adjustment made pursuant to this Section 13(e) shall become effective immediately prior
            to 9:00 a.m., New York City time, on the thirteenth Trading Day after the Ex-Date for
            such distribution. In the event that such distribution described in this Section 13(e)
            is not so made, each Fixed Conversion Rate shall be readjusted, effective as of the
            date the Board of Directors publicly announces its decision not to pay such dividend or
            distribution, to such Fixed Conversion Rate that would then be in effect if such
            distribution had not been declared. If an adjustment to each Fixed Conversion Rate is
            required under this Section 13(e)during any conversion period in respect of Mandatory
            Convertible Preference Shares that have been tendered for conversion, delivery of the
            Common Shares issuable upon settlement will be delayed to the extent necessary in order
            to complete the calculations provided for in this Section 13(e).
        


        
             
        

        


        
            
                
                

            


            
                
                    -27-
                


                
                    

                

            


            
                
                

            

        

        


        
            (f)
             
            Cash
            Distributions. If the Company distributes an amount in cash to all holders of
            Common Shares (excluding (A) any cash dividend on the Common Shares to the extent that
            the aggregate cash dividend per Common Share does not exceed $0.17 in any fiscal
            quarter (the “Dividend Threshold Amount”); (B) any cash that is distributed
            in a Reorganization Event to which Section 13(j) applies; (C) any dividend or
            distribution in connection with the liquidation, dissolution or winding up of the
            Company; and (D) any consideration payable in connection with a tender or exchange
            offer by the Company or any subsidiary of the Company), each Fixed Conversion Rate in
            effect immediately prior to the close of business on the date fixed for determination
            of the holders of Common Shares entitled to receive such distribution will be
            multiplied by a fraction (i) the numerator of which is the Current Market Price on the
            date fixed for such determination, and (ii) the denominator of which is the Current
            Market Price on the date fixed for such determination minus the amount per Common Share
            of such dividend or distribution.
        


        
             
        


        
            Any
            adjustment made pursuant to this Section 13(f) shall become effective immediately after
            5:00 p.m., New York City time, on the date fixed for the determination of the holders
            of Common Shares entitled to receive such distribution.
        


        
             
        


        
            If an
            adjustment is required to be made as set forth in this Section 13(f) as a result of a
            distribution that is (1) a regularly scheduled quarterly dividend, the amount per share
            of such dividend or distribution for purposes of calculating the denominator in this
            Section 13(f) will be deemed to be the amount by which such dividend exceeds the
            applicable dividend threshold amount or (2) not a regularly scheduled quarterly
            dividend, the amount per share of such dividend or distribution for purposes of
            calculating the denominator in this Section 13(f) will be deemed to be the full amount
            of such distribution.
        


        
             
        


        
            The
            dividend threshold amount is subject to adjustment on an inversely proportional basis
            whenever fixed conversion rates are adjusted; provided that no adjustment will be made
            to the dividend threshold amount for adjustments made to the fixed conversion rates
            pursuant to this Section 13(f).
        


        
             
        


        
            (g)
             
            Self
            Tender Offers and Exchange Offers. If the Company or any subsidiary of the Company
            successfully completes a tender or exchange offer for Common Shares, where the cash and
            the value of any other consideration included in the payment per Common Share exceeds
            the Volume-Weighted Average Price of the Common Shares on the Trading Day next
            succeeding the last date on which tenders or exchanges may be made pursuant to the
            terms of the tender offer or exchange offer, each Fixed Conversion Rate in effect
            immediately prior to 5:00 p.m., New York City time, on the Trading Day next succeeding
            the date of expiration
        


        
             
        

        


        
            
                
                

            


            
                
                    -28-
                


                
                    

                

            


            
                
                

            

        

        


        
            of the
            tender or exchange offer (the “Expiration Date”) will be multiplied
            by a fraction, (i) the numerator of which shall be equal to the product of: (x) the
            Volume-Weighted Average Price of Common Shares on the Trading Day next succeeding the
            Expiration Date, multiplied by (y) the number of Common Shares outstanding (including
            any shares validly tendered and not withdrawn) immediately prior to the Expiration Date
            minus the number of Common Shares validly tendered and not withdrawn as of the
            expiration time, and (ii) the denominator of which will be equal to the product of: (x)
            the Volume-Weighted Average Price of Common Shares on the Trading Day next succeeding
            the Expiration Date, multiplied by (y) the number of Common Shares outstanding
            (including any shares validly tendered and not withdrawn) immediately prior to the
            expiration of the tender offer or the exchange offer, minus (z) the amount of cash plus
            the Fair Market Value, as determined by the Board of Directors, of the aggregate
            consideration payable for all the Common Shares purchased in such tender or exchange
            offer.
        


        
             
        


        
            (h)
             
            Except
            with respect to a Spin-Off, in cases where the Fair Market Value of assets (including
            cash), debt securities or certain rights, warrants or options to purchase securities of
            the Company as to which Section 13(d) and Section 13(f) apply, applicable to one Common
            Share, distributed to shareholders (i) equals or exceeds the average of the Closing
            Prices of the Common Shares over the five (5) consecutive Trading Day period ending on
            the Trading Day before the Ex-Date for such distribution or (ii) such average of the
            Closing Prices of the Common Shares exceeds the Fair Market Value of such assets, debt
            securities or rights, warrants or options so distributed by less than $1.00, rather
            than being entitled to an adjustment in each Fixed Conversion Rate, Holders shall be
            entitled to receive upon conversion, in addition to a number of Common Shares equal to
            the applicable conversion rate in effect on the applicable Conversion Date, the kind
            and amount of assets (including cash), debt securities or rights, warrants or options
            comprising the distribution that such Holder would have received if such Holder had
            converted its Mandatory Convertible Preference Shares immediately prior to the date
            fixed for determination of the holders of Common Shares entitled to receive the
            distribution.
        


        
             
        


        
            (i)
             
            Rights
            Plans. To the extent that the Company has a rights plan in effect with respect to
            the Common Shares or adopts a rights plan prior to conversion of any Mandatory
            Convertible Preference Share on any conversion date (i) no adjustment shall be made to
            the relevant conversion rate and (ii) upon conversion of any Mandatory Convertible
            Preference Shares, Holders shall receive, in addition to the Common Shares, the rights
            under such rights plan, unless, prior to such conversion date, the rights have
            separated from the Common Shares, in which case each Fixed Conversion Rate shall be
            adjusted at the time of separation of such rights as if the Company made a distribution
            to all holders of the Common
        


        
             
        

        


        
            
                
                

            


            
                
                    -29-
                


                
                    

                

            


            
                
                

            

        

        


        
            Shares as
            described in Section 13(d), subject to readjustment in the event of the expiration,
            termination or redemption of such rights.
        


        
             
        


        
            (j)
             
            Reorganization
            Events. In the event of:
        


        
             
        


        
            (i)
             
            any
            amalgamation, consolidation or merger of the Company with or into another Person (other
            than an amalgamation, merger or consolidation in which the Company is the continuing or
            surviving corporation and in which the Common Shares outstanding immediately prior to
            the amalgamation, merger or consolidation are not exchanged for cash, securities or
            other property of the Company or another Person);
        


        
             
        


        
            (ii)
             
            any sale,
            transfer, lease or conveyance to another Person of all or substantially all of the
            property and assets of the Company;
        


        
             
        


        
            (iii)
             
            any
            reclassification of Common Shares into securities including securities other than
            Common Shares; or
        


        
             
        


        
            (iv)
             
            any
            statutory exchange of securities of the Company with another Person (other than in
            connection with a merger or acquisition),
        


        
             
        


        
            (each, a
            “Reorganization Event”), each Mandatory Convertible Preference Share
            outstanding immediately prior to such Reorganization Event shall, without the consent
            of Holders, become convertible into units of the kind of securities, cash and other
            property (the “Exchange Property”) that such Holder would have been
            entitled to receive if such Holder had converted its Mandatory Convertible Preference
            Shares into Common Shares immediately prior to such Reorganization Event. For purposes
            of the foregoing, (i) a “unit” of Exchange Property shall be the type and
            amount of Exchange Property that a shareholder of one Common Share would have received
            in such Reorganization Event and (ii) the type and amount of Exchange Property in the
            case of any Reorganization Event that causes the Common Shares to be converted into the
            right to receive more than a single type of consideration (based in part upon any form
            of shareholder election) will be deemed to be the weighted average of the types and
            amounts of consideration received by the holders of Common Shares that affirmatively
            make such an election. The number of units of Exchange Property for each Mandatory
            Convertible Preference Share converted following the Effective Date of such
            Reorganization Event shall be determined by the applicable conversion rate then in
            effect on the applicable Conversion Date. The applicable conversion rate shall be (x)
            in the case of and Early Conversion Date, the Minimum Conversion Rate, and (y)
            otherwise, the Mandatory Conversion Rate based upon the Applicable Market Value of the
            Exchange Property.
        


        
             
        

        


        
            
                
                

            


            
                
                    -30-
                


                
                    

                

            


            
                
                

            

        

        


        
            (k)
             
            The above
            provisions of Section 13(j) shall similarly apply to successive Reorganization Events
            and the provisions of Section 13 shall apply to any share capital of the Company (or
            any successor) received by the holders of Common Shares in any such Reorganization
            Event.
        


        
             
        


        
            (l)
             
            The
            Company (or any successor) shall, within 20 days of the occurrence of any
            Reorganization Event, provide written notice to the Holders of such occurrence of such
            event and of the kind and amount of the cash, securities or other property that
            constitute the Exchange Property. Failure to deliver such notice shall not affect the
            operation of Section 13(j).
        


        
             
        


        
            (m)
             
            Adjustment
            for Tax Reasons. The Company may make such increases in each Fixed Conversion Rate,
            in addition to any other increases required by this Section 13, as the Board of
            Directors deems it advisable to avoid or diminish any income tax to holders of the
            Common Shares resulting from any dividend or distribution of the Company’s Common
            Shares (or issuance of rights or warrants to acquire Common Shares) or from any event
            treated as such for income tax purposes or for any other reasons; provided that the
            same proportionate adjustment must be made to each Fixed Conversion Rate.
        


        
             
        


        
            (n)
             
            Calculation
            of Adjustments; Adjustments to Threshold Appreciation Price, Reference Price and Common
            Shares Price. 
        


        
             
        


        
            (i)
             
            All
            adjustments to each Fixed Conversion Rate shall be calculated to the nearest 1/10,000th
            of a Common Share. Prior to the Mandatory Conversion Date, no adjustment in a Fixed
            Conversion Rate shall be required unless such adjustment would require an increase or
            decrease of at least 1% therein;
            provided,
            that any adjustments which by reason of this Section 13(n)(i) are not required to be
            made shall be carried forward and taken into account in any subsequent
            adjustment;
            provided,
            however
            that with
            respect to adjustments to be made to the Fixed Conversion Rates in connection with cash
            dividends paid by the Company, the Fixed Conversion Rates shall be adjusted regardless
            of whether such aggregate adjustments amount to one percent or more of the Fixed
            Conversion Rates no later than March 1 of each calendar year;
            provided,
            further
            that on
            the Mandatory Conversion Date, adjustments to each Fixed Conversion Rate shall be made
            with respect to any such adjustment carried forward and which has not been taken into
            account before such date.
        


        
             
        


        
            (ii)
             
            If an
            adjustment is made to the Fixed Conversion Rates pursuant to Sections 13(a), (c),(c),
            (d), (e), (f), (g) or (n), an inversely proportional adjustment shall also be made to
            the Threshold Appreciation Price and the Reference Price solely for purposes of
            determining which of clauses (i), (ii) and (iii) of the
        


        
             
        

        


        
            
                
                

            


            
                
                    -31-
                


                
                    

                

            


            
                
                

            

        

        


        
            definition
            of “Mandatory Conversion Rate” shall apply on the Mandatory Conversion
            Date. Each adjustment to the Reference Price, the Threshold Appreciation Price and the
            Conversion Rate shall also result in an adjustment to the Applicable Market Value to
            the extent an adjustment occurs during a 20 consecutive Trading Day period used for
            calculating the Applicable Market Value.
        


        
             
        


        
            (iii)
             
            If an
            adjustment is made to the Fixed Conversion Rates, a proportional adjustment shall be
            made to each Common Share Price column heading set forth in the table included in the
            definition of “Fundamental Change Conversion Rate.” Such adjustment shall
            be made by multiplying each Common Share Price included in such table by a fraction,
            the numerator of which is the Minimum Conversion Rate immediately prior to such
            adjustment and the denominator of which is the Minimum Conversion Rate immediately
            after such adjustment.
        


        
             
        


        
            (iv)
             
            No
            adjustment to the Fixed Conversion Rates shall be made if Holders may participate in
            the transaction that would otherwise give rise to an adjustment (without conversion and
            based on the applicable conversion rate on the relevant conversion date), so long as
            the distributed assets or securities the Holders would receive upon conversion of the
            Mandatory Convertible Preference Shares, if such assets or securities are convertible,
            exchangeable, or exercisable, as applicable, without any loss of rights or privileges
            for a period of at least 30 days following conversion of the Mandatory Convertible
            Preference Shares. In addition, the applicable Conversion Rate shall not be
            adjusted:
        


        
             
        


        
            (A)
             
            upon the
            issuance of any Common Shares pursuant to any present or future plan providing for the
            reinvestment of dividends or interest payable on the Company’s securities and the
            investment of additional optional amounts in Common Shares under any plan;
        


        
             
        


        
            (B)
             
            upon the
            issuance of any Common Shares or rights or warrants to purchase those shares pursuant
            to any present or future employee, director or consultant benefit plan or program of or
            assumed by the Company or any of its subsidiaries;
        


        
             
        


        
            (C)
             
            upon the
            issuance of any Common Shares pursuant to any option, warrant, right or exercisable,
            exchangeable or convertible security outstanding as of the Issue Date;
        


        
             
        

        


        
            
                
                

            


            
                
                    -32-
                


                
                    

                

            


            
                
                

            

        

        


        
            (D)
             
            for a
            change in the par value of the Common Shares; or
        


        
             
        


        
            (E)
             
            other than
            as described under Sections 7 and 8.
        


        
             
        


        
            (o)
             
            Notice
            of Adjustment.
            Whenever
            the Fixed Conversion Rates or the Fundamental Change Conversion Rates are to be
            adjusted, the Company shall:
        


        
             
        


        
            (i)
             
            compute
            such adjusted Fixed Conversion Rates or Fundamental Change Conversion Rates, as
            applicable, and prepare and transmit to the Transfer Agent an Officer’s
            Certificate setting forth such adjusted Fixed Conversion Rates and Fundamental Change
            Conversion Rates, the method of calculation thereof in reasonable detail and the facts
            requiring such adjustment and upon which such adjustment is based;
        


        
             
        


        
            (ii)
             
            as soon as
            practicable following the occurrence of an event that requires an adjustment to the
            Fixed Conversion Rates or the Fundamental Change Conversion Rates, as applicable (or if
            the Company is not aware of such occurrence, as soon as practicable after becoming so
            aware), provide, or cause to be provided, a written notice to the Holders of the
            occurrence of such event; and
        


        
             
        


        
            (iii)
             
            as soon as
            practicable following the determination of such adjusted Fixed Conversion Rates or
            Fundamental Change Conversion Rates, provide, or cause to be provided, to the Holders a
            statement setting forth in reasonable detail the method by which the adjustment to such
            Fixed Conversion Rates and Fundamental Change Conversion Rates was determined and
            setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion
            Rates.
        


        
             
        


        
            14.
             
            Certificates.
             
        


        
             
        


        
            (a)
             
            Form
            and Dating. The Mandatory Convertible Preference Shares and the Transfer
            Agent’s certificate of authentication shall be substantially in the form set
            forth in Exhibit A, which is hereby incorporated in and expressly made a part of this
            Certificate of Designation. The Mandatory Convertible Preference Shares certificate may
            have notations, legends or endorsements required by law, stock exchange rule,
            agreements to which the Company is subject, if any, or usage (provided that any such
            notation, legend or endorsement is in a form acceptable to the Company). Each Mandatory
            Convertible Preference Shares certificate shall be dated the date of its
            authentication. The terms of
        


        
             
        

        


        
            
                
                

            


            
                
                    -33-
                


                
                    

                

            


            
                
                

            

        

        


        
            the
            Mandatory Convertible Preference Shares certificate set forth in Exhibit A are part of
            the terms of this Certificate of Designation. 
        


        
             
        


        
            (i)
             
            Global
            Mandatory Convertible Preference Shares. The Mandatory Convertible Preference
            Shares shall, upon issue, be represented initially in the form of one or more fully
            registered global certificates with the global securities legend set forth in Exhibit A
            hereto (the “Global Mandatory Convertible Preference Shares”), which
            shall be deposited on behalf of the purchasers represented thereby with the Transfer
            Agent, as custodian for DTC (or with such other custodian as DTC may direct), and
            registered in the name of DTC or a nominee of DTC, duly executed by the Company and
            authenticated by the Transfer Agent as hereinafter provided. The number of Mandatory
            Convertible Preference Shares represented by Global Mandatory Convertible Preference
            Shares may from time to time be increased or decreased by adjustments made on the
            register of members of the Company and recorded, as appropriate, on the records of the
            Transfer Agent and DTC or its nominee as hereinafter provided.
        


        
             
        


        
            (ii)
             
            Book-Entry
            Provisions. In the event Global Mandatory Convertible Preference Shares are
            deposited with or on behalf of DTC, the Company shall execute and the Transfer Agent
            shall authenticate and deliver initially one or more Global Mandatory Convertible
            Preference Shares certificates that (a) shall be registered in the name of DTC as
            depository for such Global Mandatory Convertible Preference Shares or the nominee of
            DTC and (b) shall be delivered by the Transfer Agent to DTC or pursuant to DTC’s
            instructions or held by the Transfer Agent as custodian for DTC.
        


        
             
        


        
            Members
            of, or participants in, DTC (“Agent Members”) shall have no rights
            under this Certificate of Designation with respect to any Global Mandatory Convertible
            Preference Shares held on their behalf by DTC or by the Transfer Agent as the custodian
            of DTC or under such Global Mandatory Convertible Preference Shares, and DTC (or its
            nominee) may be treated by the Company, the Transfer Agent and any agent of the Company
            or the Transfer Agent as the absolute owner of such Global Mandatory Convertible
            Preference Shares for all purposes whatsoever. Notwithstanding the foregoing, nothing
            herein shall prevent the Company, the Transfer Agent or any agent of the Company or the
            Transfer Agent from giving effect to any written certification, proxy or other
            authorization furnished by DTC or impair, as between DTC and its Agent Members, the
            operation of customary practices of DTC governing the exercise of the rights of a
            holder of a beneficial interest in any Global Mandatory Convertible Preference
            Shares.
        


        
             
        

        


        
            
                
                

            


            
                
                    -34-
                


                
                    

                

            


            
                
                

            

        

        


        
            (iii)
             
            Certificated
            Mandatory Convertible Preference Shares; Certificated Common Shares. Except as
            provided in this Section
            14(a)
            or
            in
            Section 
            14(c),
            owners of beneficial interests in Global Mandatory Convertible Preference Shares will
            not be entitled to receive physical delivery of certificates representing Mandatory
            Convertible Preference Shares in fully registered form (“Certificated
            Mandatory Convertible Preference Shares”). 
        


        
             
        


        
            (b)
             
            Execution
            and Authentication.
            Two
            Officers shall sign the Mandatory Convertible Preference Shares certificate for the
            Company by manual or facsimile signature, under the common seal of the Company if
            appropriate, or a facsimile thereof.
        


        
             
        


        
            If an
            Officer whose signature is on a Mandatory Convertible Preference Shares certificate no
            longer holds that office at the time the Transfer Agent authenticates the Mandatory
            Convertible Preference Shares certificate, the Mandatory Convertible Preference Shares
            certificate shall be valid nevertheless.
        


        
             
        


        
            A
            Mandatory Convertible Preference Shares certificate shall not be valid until an
            authorized signatory of the Transfer Agent manually signs the certificate of
            authentication on the Mandatory Convertible Preference Shares certificate. The
            signature shall be conclusive evidence that the Mandatory Convertible Preference Shares
            certificate has been authenticated under this Certificate of Designation.
        


        
             
        


        
            The
            Transfer Agent shall authenticate and deliver certificates for up to 862,500 Mandatory
            Convertible Preference Shares for original issue upon a written order of the Company
            signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Such
            order shall specify the number of Mandatory Convertible Preference Shares to be
            authenticated and the date on which the original issue of Mandatory Convertible
            Preference Shares is to be authenticated. The Transfer Agent may appoint an
            authenticating agent reasonably acceptable to the Company to authenticate the
            certificates for Mandatory Convertible Preference Shares. Unless limited by the terms
            of such appointment, an authenticating agent may authenticate certificates for
            Mandatory Convertible Preference Shares whenever the Transfer Agent may do so. Each
            reference in this Certificate of Designation to authentication by the Transfer Agent
            includes authentication by such agent. An authenticating agent has the same rights as
            the Transfer Agent or agent for service of notices and demands.
        


        
             
        


        
            (c)
             
            Transfer
            and Exchange.
            (i)
            Transfer
            and Exchange of Certificated Mandatory Convertible Preference Shares. When
            Certificated Mandatory Convertible Preference Shares are presented to the Transfer
            Agent with a request to register the transfer of such Certificated Mandatory
            Convertible Preference Shares or to exchange such Certificated Mandatory Convertible
            Preference Shares for an equal number of Certificated Mandatory Convertible Preference
            Shares, the Transfer Agent shall register the transfer or make the exchange as
            requested if its reasonable requirements for such transaction are met; provided,
            however,
        


        
             
        

        


        
            
                
                

            


            
                
                    -35-
                


                
                    

                

            


            
                
                

            

        

        


        
            that the
            Certificated Mandatory Convertible Preference Shares surrendered for transfer or
            exchange: 
        


        
             
        


        
            (A)
             
            shall be
            duly endorsed or accompanied by a written instrument of transfer in form reasonably
            satisfactory to the Company and the Transfer Agent, duly executed by the Holder thereof
            or its attorney duly authorized in writing; and
        


        
             
        


        
            (B)
             
            are being
            transferred or exchanged pursuant to an effective registration statement under the
            Securities Act or pursuant to this Section 14(c)(i) or Section 14(c)(ii)
            below.
        


        
             
        


        
            (ii)
             
            Restrictions
            on Transfer of Certificated Mandatory Convertible Preference Shares for a Beneficial
            Interest in Global Mandatory Convertible Preference Shares. Certificated Mandatory
            Convertible Preference Shares may not be exchanged for a beneficial interest in Global
            Mandatory Convertible Preference Shares except upon satisfaction of the requirements
            set forth below. Upon receipt by the Transfer Agent of Certificated Mandatory
            Convertible Preference Shares, duly endorsed or accompanied by appropriate instruments
            of transfer, in form reasonably satisfactory to the Company and the Transfer Agent,
            together with written instructions directing the Transfer Agent to make an adjustment
            on the register of members with respect to such Global Mandatory Convertible Preference
            Shares to reflect an increase in the number of Mandatory Convertible Preference Shares
            represented by the Global Mandatory Convertible Preference Shares and to direct DTC to
            make any appropriate corresponding adjustment, then the Transfer Agent shall cancel
            such Certificated Mandatory Convertible Preference Shares and cause, or direct DTC to
            cause, in accordance with the standing instructions and procedures existing between DTC
            and the Transfer Agent, the number of Mandatory Convertible Preference Shares
            represented by the Global Mandatory Convertible Preference Shares to be increased
            accordingly. If no Global Mandatory Convertible Preference Shares are then issued and
            outstanding, the Company shall issue and the Transfer Agent shall authenticate, upon
            written order of the Company in the form of an Officers’ Certificate, new Global
            Mandatory Convertible Preference Shares representing the appropriate number of
            shares. 
        


        
             
        


        
            (iii)
             
            Transfer
            and Exchange of Global Mandatory Convertible Preference Shares. The transfer and
            exchange of Global Mandatory Convertible Preference Shares or beneficial interests
            therein shall be effected through DTC, in accordance
        


        
             
        

        


        
            
                
                

            


            
                
                    -36-
                


                
                    

                

            


            
                
                

            

        

        


        
            with this
            Certificate of Designation (including applicable restrictions on transfer set forth
            herein, if any), and the procedures of DTC therefor.
        


        
             
        


        
            (iv)
             
            Transfer
            of a Beneficial Interest in Global Mandatory Convertible Preference Shares for
            Certificated Mandatory Convertible Preference Shares. 
        


        
             
        


        
            (A)
             
            Any Person
            having a beneficial interest in Mandatory Convertible Preference Shares may upon
            request, but only with the consent of the Company, exchange such beneficial interest
            for Certificated Mandatory Convertible Preference Shares representing the same number
            of Mandatory Convertible Preference Shares. Upon receipt by the Transfer Agent of
            written instructions or such other form of instructions as is customary for DTC from
            DTC or its nominee on behalf of any Person having a beneficial interest in Global
            Mandatory Convertible Preference Shares and upon receipt by the Transfer Agent of a
            written order or such other form of instructions as is customary for DTC, then, the
            Transfer Agent or DTC, at the direction of the Transfer Agent, will cause, in
            accordance with the standing instructions and procedures existing between DTC and the
            Transfer Agent, the number of Mandatory Convertible Preference Shares represented by
            the Global Mandatory Convertible Preference Shares to be reduced on the register of
            members and, following such reduction, the Company will execute and the Transfer Agent
            will authenticate and deliver to the transferee Certificated Mandatory Convertible
            Preference Shares.
        


        
             
        


        
            (B)
             
            Certificated
            Mandatory Convertible Preference Shares issued in exchange for a beneficial interest in
            a Global Mandatory Convertible Preference Shares pursuant to this paragraph
            14(c)(iv)
            shall be
            registered in such names and in such authorized denominations as DTC, pursuant to
            instructions from its direct or indirect participants or otherwise, shall instruct the
            Transfer Agent. The Transfer Agent shall deliver such Certificated Mandatory
            Convertible Preference Shares to the Persons in whose names such Mandatory Convertible
            Preference Shares are so registered in accordance with the instructions of DTC.
        


        
             
        


        
            (v)
             
            Restrictions
            on Transfer and Exchange of Global Mandatory Convertible Preference Shares.
            Notwithstanding
            any
        


        
             
        

        


        
            
                
                

            


            
                
                    -37-
                


                
                    

                

            


            
                
                

            

        

        


        
            other
            provisions of this Certificate of Designation (other than the provisions set forth in
            paragraph
            14(c)(vi)),
            Global Mandatory Convertible Preference Shares may not be transferred as a whole except
            by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or
            by DTC or any such nominee to a successor depository or a nominee of such successor
            depository.
        


        
             
        


        
            (vi)
             
            Authentication
            of Certificated Mandatory Convertible Preference Shares. If at any
            time: 
        


        
             
        


        
            (A)
             
            DTC
            notifies the Company that DTC is unwilling or unable to continue as depository for the
            Global Mandatory Convertible Preference Shares and a successor depository for the
            Global Mandatory Convertible Preference Shares is not appointed by the Company within
            90 days after delivery of such notice;
        


        
             
        


        
            (B)
             
            DTC ceases
            to be a clearing agency registered under the Exchange Act and a successor depository
            for the Global Mandatory Convertible Preference Shares is not appointed by the Company
            within 90 days; or
        


        
             
        


        
            (C)
             
            the
            Company, in its sole discretion, notifies the Transfer Agent in writing that it elects
            to cause the issuance of Certificated Mandatory Convertible Preference Shares under
            this Certificate of Designation,
        


        
             
        


        
            then the
            Company will execute, and the Transfer Agent, upon receipt of a written order of the
            Company signed by two Officers or by an Officer and an Assistant Treasurer of the
            Company requesting the authentication and delivery of Certificated Mandatory
            Convertible Preference Shares to the Persons designated by the Company, will
            authenticate and deliver Certificated Mandatory Convertible Preference Shares equal to
            the number of Mandatory Convertible Preference Shares represented by the Global
            Mandatory Convertible Preference Shares, in exchange for such Global Mandatory
            Convertible Preference Shares.
        


        
             
        


        
            (vii)
             
            Cancellation
            or Adjustment of Global Mandatory Convertible Preference Shares. At such time as
            all beneficial interests in Global Mandatory Convertible Preference Shares have either
            been exchanged for Certificated Mandatory Convertible Preference Shares, converted or
            canceled, such Global Mandatory Convertible Preference Shares shall be returned to DTC
            for cancellation or retained and canceled by the Transfer Agent. At any time prior to
            such cancellation, if any beneficial interest in Global Mandatory Convertible
            Preference Shares is
        


        
             
        

        


        
            
                
                

            


            
                
                    -38-
                


                
                    

                

            


            
                
                

            

        

        


        
            exchanged
            for Certificated Mandatory Convertible Preference Shares, converted or canceled, the
            number of Mandatory Convertible Preference Shares represented by such Global Mandatory
            Convertible Preference Shares shall be reduced and an adjustment shall be made on the
            books and records of the Transfer Agent with respect to such Global Mandatory
            Convertible Preference Shares, by the Transfer Agent or DTC, to reflect such
            reduction.
        


        
             
        


        
            (viii)
             
            Obligations
            with Respect to Transfers and Exchanges of Mandatory Convertible Preference
            Shares.
        


        
             
        


        
            (A)
             
            To permit
            registrations of transfers and exchanges, the Company shall execute and the Transfer
            Agent shall authenticate Certificated Mandatory Convertible Preference Shares and
            Global Mandatory Convertible Preference Shares as required pursuant to the provisions
            of this
            Section
            14.
        


        
             
        


        
            (B)
             
            All
            Certificated Mandatory Convertible Preference Shares and Global Mandatory Convertible
            Preference Shares issued upon any registration of transfer or exchange of Certificated
            Mandatory Convertible Preference Shares or Global Mandatory Convertible Preference
            Shares shall be the valid securities of the Company, entitled to the same benefits
            under this Certificate of Designation as the Certificated Mandatory Convertible
            Preference Shares or Global Mandatory Convertible Preference Shares surrendered upon
            such registration of transfer or exchange.
        


        
             
        


        
            (C)
             
            Prior to
            due presentment for registration of transfer of any Mandatory Convertible Preference
            Shares, the Transfer Agent and the Company may treat the Person in whose name such
            Mandatory Convertible Preference Shares are registered as the absolute owner of such
            Mandatory Convertible Preference Shares and neither the Transfer Agent nor the Company
            shall be affected by notice to the contrary.
        


        
             
        


        
            (D)
             
            No service
            charge shall be made to a Holder for any registration of transfer or exchange upon
            surrender of any Mandatory Convertible Preference Shares certificate or Common Shares
            certificate at the office of the Transfer Agent maintained for that purpose. However,
            the Company may require payment of a sum sufficient to cover any tax or other
            governmental charge
        


        
             
        

        


        
            
                
                

            


            
                
                    -39-
                


                
                    

                

            


            
                
                

            

        

        


        
            that may
            be imposed in connection with any registration of transfer or exchange of Mandatory
            Convertible Preference Shares certificates or Common Shares certificates.
        


        
             
        


        
            (ix)
             
            No
            Obligation of the Transfer Agent.
        


        
             
        


        
            (A)
             
            The
            Transfer Agent shall have no responsibility or obligation to any beneficial owner of
            Global Mandatory Convertible Preference Shares, a member of, or a participant in DTC or
            any other Person with respect to the accuracy of the records of DTC or its nominee or
            of any participant or member thereof, with respect to any ownership interest in the
            Mandatory Convertible Preference Shares or with respect to the delivery to any
            participant, member, beneficial owner or other Person (other than DTC) of any notice or
            the payment of any amount, under or with respect to such Global Mandatory Convertible
            Preference Shares. All notices and communications to be given to the Holders and all
            payments to be made to Holders under the Mandatory Convertible Preference Shares shall
            be given or made only to the Holders (which shall be DTC or its nominee in the case of
            the Global Mandatory Convertible Preference Shares). The rights of beneficial owners in
            any Global Mandatory Convertible Preference Shares shall be exercised only through DTC
            subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and
            shall be fully protected in relying upon information furnished by DTC with respect to
            its members, participants and any beneficial owners.
        


        
             
        


        
            (B)
             
            The
            Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to
            compliance with any restrictions on transfer imposed under applicable law with respect
            to any transfer of any interest in any Mandatory Convertible Preference Shares
            (including any transfers between or among DTC participants, members or beneficial
            owners in any Global Mandatory Convertible Preference Shares), other than to examine
            the same to determine substantial compliance as to form with the express requirements
            hereof.
        


        
             
        


        
            (d)
             
            Replacement
            Certificates. If a mutilated Mandatory Convertible Preference Shares certificate is
            surrendered to the Transfer Agent or if the Holder of a Mandatory Convertible
            Preference Shares certificate claims that the Mandatory Convertible Preference
            Shares
        


        
             
        

        


        
            
                
                

            


            
                
                    -40-
                


                
                    

                

            


            
                
                

            

        

        


        
            certificate
            has been lost, destroyed or wrongfully taken, the Company shall issue and the Transfer
            Agent shall countersign a replacement Mandatory Convertible Preference Shares
            certificate if the reasonable requirements of the Transfer Agent are met. If required
            by the Transfer Agent or the Company, such Holder shall furnish an indemnity bond
            sufficient in the judgment of the Company and the Transfer Agent to protect the Company
            and the Transfer Agent from any loss which either of them may suffer if a Mandatory
            Convertible Preference Shares certificate is replaced. The Company and the Transfer
            Agent may charge the Holder for their expenses in replacing a Mandatory Convertible
            Preference Shares certificate.
        


        
             
        


        
            (e)
             
            Temporary
            Certificates. Until definitive Mandatory Convertible Preference Shares certificates
            are ready for delivery, the Company may prepare and the Transfer Agent shall
            countersign temporary Mandatory Convertible Preference Shares certificates. Temporary
            Mandatory Convertible Preference Shares certificates shall be substantially in the form
            of definitive Mandatory Convertible Preference Shares certificates but may have
            variations that the Company considers appropriate for temporary Mandatory Convertible
            Preference Shares certificates. Without unreasonable delay, the Company shall prepare
            and the Transfer Agent shall countersign definitive Mandatory Convertible Preference
            Shares certificates and deliver them in exchange for temporary Mandatory Convertible
            Preference Shares certificates.
        


        
             
        


        
            (f)
             
            Cancellation.
            In the event the Company shall purchase or otherwise acquire Certificated Mandatory
            Convertible Preference Shares, the same shall thereupon be delivered to the Transfer
            Agent for cancellation.
        


        
             
        


        
            (i)
             
            At such
            time as all beneficial interests in Global Mandatory Convertible Preference Shares have
            either been exchanged for Certificated Mandatory Convertible Preference Shares,
            converted, repurchased or canceled, such Global Mandatory Convertible Preference Shares
            shall thereupon be delivered to the Transfer Agent for cancellation.
        


        
             
        


        
            (ii)
             
            The
            Transfer Agent and no one else shall cancel and destroy all Mandatory Convertible
            Preference Shares certificates surrendered for transfer, exchange, replacement or
            cancellation and deliver a certificate of such destruction to the Company unless the
            Company directs the Transfer Agent to deliver canceled Mandatory Convertible Preference
            Shares certificates to the Company. The Company may not issue new Mandatory Convertible
            Preference Shares certificates to replace Mandatory Convertible Preference Shares
            certificates to the extent
        


        
             
        

        


        
            
                
                

            


            
                
                    -41-
                


                
                    

                

            


            
                
                

            

        

        


        
            they
            evidence Mandatory Convertible Preference Shares which the Company has purchased or
            otherwise acquired.
        


        
             
        


        
            15.
             
            Other
            Provisions.
        


        
             
        


        
            (a)
             
            With
            respect to any notice to a holder of Mandatory Convertible Preference Shares that is
            required to be provided hereunder, neither failure to mail such notice, nor any defect
            therein or in the mailing thereof, to any particular holder shall affect the
            sufficiency of the notice or the validity of the proceedings referred to in such notice
            with respect to the other holders or affect the legality or validity of any
            distribution, rights, warrant, reclassification, consolidation, amalgamation, merger,
            conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such
            action. Any notice that was mailed in the manner herein provided shall be conclusively
            presumed to have been duly given whether or not the holder receives the notice.
        


        
             
        


        
            (b)
             
            Mandatory
            Convertible Preference Shares issued and converted shall be in compliance with the
            applicable requirements of Bermuda law, have the status of authorized but unissued
            preference shares of the Company undesignated as to series and may, along with any and
            all other authorized but unissued preference shares of the Company, be designated or
            redesignated and issued or reissued, as the case may be, as part of any series of
            preference the Company, except that any issuance or reissuance of Mandatory Convertible
            Preference Shares must be in compliance with this Certificate of Designation.
        


        
             
        


        
            (c)
             
            The
            Mandatory Convertible Preference Shares shall be issuable only in whole shares.
        


        
             
        


        
            (d)
             
            All notice
            periods referred to herein shall commence on the date of the mailing of the applicable
            notice.
        


        
             
        


        
            
                
                

            


            
                
                    -42-
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            EXHIBIT
            A
        


        
             
        


        
            FORM OF
            MANDATORY CONVERTIBLE PREFERENCE SHARES
        


        
            FACE OF
            SECURITY
        


        
            

        


        
             
        


        
            UNLESS
            THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
            COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY
            OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF PAYMENT, AND ANY CERTIFICATE
            ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
            BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
            SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
            INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
        


        
             
        


        
            

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        


        
            

        

        


        
            	
                        
                            
                            Certificate Number
                        

                    	
                        
                            
                            Number of
                        


                        
                            
                            Cumulative Mandatory Convertible Preference Shares
                        

                    
	
                        
                            
                            [   ]
                        

                    	
                        
                            
                            [   ]
                        

                    


        


        
            

        


        
            CUSIP
            NO.:
            G16962113
        


        
             
        


        
            5.125%
            Cumulative Mandatory Convertible Preference Shares
        


        
            (liquidation
            preference US$1,000.00 per Cumulative
        


        
            Mandatory
            Convertible Preference Share)
        


        
            of
        


        
            Bunge
            Limited
        


        
             
        


        
            Bunge
            Limited, a limited liability company formed under the laws of Bermuda (the
            “Company”), hereby certifies that CEDE & CO. (the
            “Holder”) is the registered owner of [ ] fully paid and
            non-assessable preference shares of the Company designated the 5.125% Cumulative
            Mandatory Convertible Preference Shares (liquidation preference US$1,000.00 per
            Cumulative Mandatory Convertible Preference Share) (the “Mandatory Convertible
            Preference Shares”). The Mandatory Convertible Preference Shares are
            transferable on the register of members of the Company by the Transfer Agent, in person
            or by a duly authorized attorney, upon surrender of this certificate duly endorsed and
            in proper form for transfer. The designations, rights, privileges, restrictions,
            preferences and other terms and provisions of the Mandatory Convertible Preference
            Shares represented hereby are set forth in and such shares shall in all respects be
            subject to the provisions of the Certificate of Designation authorized November 7,
            2007, as the same may be amended from time to time (the “Certificate of
            Designation”). Capitalized terms used herein but not defined shall have the
            meaning given them in the Certificate of Designation. The Company will provide a copy
            of the Certificate of Designation to a Holder without charge upon written request to
            the Company at its principal place of business.
        


        
             
        


        
            Reference
            is hereby made to select provisions of the Mandatory Convertible Preference Shares set
            forth on the reverse hereof, and to the Certificate of Designation, which select
            provisions and the Certificate of Designation shall for all purposes have the same
            effect as if set forth at this place.
        


        
             
        


        
            Upon
            receipt of this certificate, the Holder is bound by the Certificate of Designation and
            by the memorandum of association and bye-laws of the Company and is entitled to the
            benefits thereunder.
        


        
             
        


        
            Unless the
            Transfer Agent’s Certificate of Authentication hereon has been properly executed,
            these Mandatory Convertible Preference Shares shall not be entitled to any benefit
            under the Certificate of Designation or be valid or obligatory for any purpose.
        


        
             
        


        
             
        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            IN WITNESS
            WHEREOF, the Company has executed this certificate
            this       
             day                
            .
        


        
             
        


        
            	
                     
                    	
                     
                    	
                     
                    
	 
                    	
                    BUNGE
                    LIMITED
	 

                       	 

                       	 

                       
	 	
                    By:  
                    	
                    
	  	
                        

                    
	
                     
                    	
                        
                            Name: 
                        


                        
                            Title:   
                        

                    


        


        
             
        


        
             
        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            TRANSFER
            AGENT’S CERTIFICATE OF AUTHENTICATION
        


        
             
        


        
            These are
            the Mandatory Convertible Preference Shares referred to in the within-mentioned
            Certificate of Designation.
        


        
             
        


        
            	
                     
                    	
                     
                    	
                     
                    
	 
                    	
                        
                            MELLON
                            INVESTOR SERVICES LLC,
                        


                        
                            as
                            Transfer Agent,
                        

                    
	 

                       	 

                       	 

                       
	
                    Dated: 
                    	
                    By:  
                    	
                    
	  	
                        

                    
	
                     
                    	Authorized
                    Signatory


        


        
            

        


        
             
        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            REVERSE OF
            SECURITY
        


        
             
        


        
            Dividends
            on each Mandatory Convertible Preference Share shall be payable at a rate per annum set
            forth in the face hereof or as provided in the Certificate of Designation.
        


        
             
        


        
            The
            Mandatory Convertible Preference Shares shall be convertible into the Company’s
            Common Shares in the manner and according to the terms set forth in the Certificate of
            Designation.
        


        
             
        


        
            The
            Company will furnish without charge to each holder who so requests the powers,
            designations, preferences and relative, participating, optional or other special rights
            of each class of shares and the qualifications, limitations or restrictions of such
            preferences and/or rights.
        


        
             
        


        
            

        


        
             
        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            ASSIGNMENT
        


        
             
        


        
            FOR VALUE
            RECEIVED, the undersigned assigns and transfers the Mandatory Convertible Preference
            Shares evidenced hereby to:
        


        
             
        


        
            (Insert
            assignee’s social security or tax identification number)
        


        
             
        


        
            (Insert
            address and zip code of assignee)
        


        
             
        


        
            and
            irrevocably appoints:
        


        
             
        


        
            agent to
            transfer the Mandatory Convertible Preference Shares evidenced hereby on the register
            of members of the Company. The agent may substitute another to act for him or
            her.
        


        
             
        


        
            Date:
        


        
             
        


        
            Signature:
        


        
             
        


        
            (Sign
            exactly as your name appears on the other side of this Mandatory Convertible Preference
            Shares Certificate)
        


        
             
        


        
            Signature
            Guarantee:2 
        


        
             
        


        
             
        


        
             
        


        
            

        


        
            
                
                    
                    2
                    (Signature
                    must be guaranteed by an “eligible guarantor institution” that is a
                    bank, stockbroker, savings and loan association or credit union meeting the
                    requirements of the Transfer Agent, which requirements include membership or
                    participation in the Securities Transfer Agents Medallion Program
                    (“STAMP”) or such other “signature guarantee program”
                    as may be determined by the Transfer Agent in addition to, or in substitution
                    for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
                    amended.)
                


                
                     
                

            

        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            EXHIBIT
            B
        


        
             
        


        
            NOTICE OF
            CONVERSION
        


        
             
        


        
            (To be
            Executed by the Holder
        


        
            in order
            to Convert the Mandatory Convertible Preference Shares)
        


        
             
        


        
            The
            undersigned hereby irrevocably elects to convert (the “Conversion”)
            5.125% Cumulative Mandatory Convertible Preference Shares (the “Mandatory
            Convertible Preference Shares” ), represented by share certificate
            No(s)_______________ (the “Mandatory Convertible Preference Shares
            Certificates”) into common shares (“Common Shares”) of
            Bunge Limited (the “Company”) according to the conditions of the
            Certificate of Designation of the Mandatory Convertible Preference Shares (the
            “Certificate of Designation”), as of the date written below. If
            shares are to be issued in the name of a person other than the undersigned, the
            undersigned will pay all transfer taxes payable with respect thereto and is delivering
            herewith the Mandatory Convertible Preference Shares Certificates. No fee will be
            charged to the holder for any conversion, except for transfer taxes, if any. A copy of
            each Mandatory Convertible Preference Shares Certificate is attached hereto (or
            evidence of loss, theft or destruction thereof).
        


        
             
        


        
            The
            undersigned represents and warrants that all offers and sales by the undersigned of the
            Common Shares issuable to the undersigned upon conversion of the Mandatory Convertible
            Preference Shares shall be made pursuant to registration of the Common Shares under the
            Securities Act of 1933 (the “Act”), or pursuant to any exemption
            from registration under the Act.
        


        
             
        

        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        

        


        
            Capitalized
            terms used but not defined herein shall have the meanings ascribed thereto in or
            pursuant to the Certificate of Designation.
        


        
             
        


        
            Date of
            Conversion:
             
        


        
             
        


        
            Applicable
            Conversion Price:
             
        


        
             
        


        
            Number of
            Mandatory Convertible Preference Shares to be
        


        
             
        


        
            Converted:
             
        


        
             
        


        
            Number of
            Common Shares to be Issued: 
            * 
             
        


        
             
        


        
            Signature:
             
        


        
             
        


        
            Name:
             
        


        
             
        


        
            Address:
             
            ** 
             
        


        
             
        


        
            Fax
            No.:  
        


        
             
        


        
            

        


        
             
        


        
            

        


        
             
        


        
             
        


        
            
                

            

        


        
            
                *
                The
                Company is not required to issue Common Shares until the original Mandatory
                Convertible Preference Shares Certificate(s) (or evidence of loss, theft or
                destruction thereof) to be converted are received by the Company or its Transfer
                Agent. The Company shall issue and deliver certificates representing its Common
                Shares to an overnight courier not later than three business days following receipt
                of the original Mandatory Convertible Preference Shares Certificate(s) to be
                converted.
            


            
                 
            


            
                
                    **
                    Address
                    where certificates representing Common Shares and any other payments or
                    certificates shall be sent by the Company.