**Exhibit 3.1**

 

**SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**CREDIT SUISSE FIRST BOSTON (USA), INC.**

 

Credit SuisseFirst Boston (USA), Inc., a corporation organized and existing under the lawsof the State of Delaware, hereby certifies as follows:

 

FIRST:  The name of the corporation is Credit SuisseFirst Boston (USA), Inc. (the "Corporation").  The date of filing its original Certificateof Incorporation with the Secretary of State was October 20, 1959 underthe name Donaldson, Lufkin & Jenrette, Inc.  The date of the filing of its Fifth Amended and RestatedCertificate of Incorporation was January 12, 2001.

 

SECOND:  This Sixth Amended and Restated Certificateof Incorporation has been duly adopted and proposed to the stockholders of theCorporation by the Board of Directors of the Corporation (the "Board ofDirectors"), and has been approved and adopted by the stockholders ofthe Corporation, in accordance with Sections 242 and 245 of the GeneralCorporation Law of the State of Delaware.

 

THIRD:  Pursuant to Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware, this Sixth Amended andRestated Certificate of Incorporation restates and integrates and furtheramends the provisions of the Fifth Amended and Restated Certificate ofIncorporation of the Corporation.

 

FOURTH:  The text of the Fifth Amended and RestatedCertificate of Incorporation is hereby restated and further amended to read inits entirety as hereinafter set forth:

 

**ARTICLE I**

 

Name

 

The name of theCorporation is CREDIT SUISSE FIRST BOSTON (USA), INC.

** **

**ARTICLEII**

 

Registered Officeand Registered Agent

 

The address of theregistered office of the Corporation in the State of Delaware is2711 Centerville Road, Suite 400, in the City of Wilmington, Countyof New Castle, Delaware 19808.  The nameof the registered agent of the Corporation at such address is CorporationService Company.

 

**ARTICLEIII**

 

Corporate Purpose

 

The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay now or hereafter be organized under the General Corporation Law of theState of Delaware (the “General Corporation Law”).

** **

**ARTICLEIV**

 

Directors

 

(A)          Elections of directors of theCorporation need not be by written ballot, except and to the extent provided inthe Bylaws of the Corporation.

 

## (B)           In the event thatany contract or other transaction to which this Corporation is a party would beaffected by the fact that any directors or officers of this Corporation aredirectors, officers, creditors, stockholders, partners, or otherwise interestedin any other party to such contract, or are parties to or are otherwiseinterested in such contract or other transaction, then, in any event, suchcontact or other transaction shall not be affected by such fact if suchcontract or other transaction shall be approved or ratified by the affirmativevote of directors who are not so interested constituting a majority of a quorumof directors present at a meeting of the Board of Directors.  In the absence of actual fraud, no directoror officer shall be liable to account to the Corporation for any profitrealized by him from or through any such contract or other transaction of thetypes described above in this paragraph ratified or approved as aforesaid, byreason of his interest in any such contract or other transaction.

 

Directorsinterested in any such contract or other transaction of the types described inthe foregoing paragraph may be counted when present at meetings of the Board ofDirectors for the purpose of determining the existence of a quorum to considerand vote on any such contract or other transaction.

 

**ARTICLE V**

 

Indemnification of Directors, Officers and Others

 

(A)          The Corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an action by or in theright of the Corporation) by reason of the fact that he is or was a director,officer, employee or agent of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys' fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment,order, settlement, conviction, or upon a plea of *nolo contendere* or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a mannerwhich he reasonably believed to be in or not opposed to the best interests ofthe Corporation, and, with respect to any criminal action or proceeding, hadreasonable cause to believe that his conduct was unlawful.

 

(B)           The Corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of theCorporation to procure a judgment in its favor by reason of the fact that he isor was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys' fees) actually and reasonably incurredby him in connection with the defense or settlement of such action or suit ifhe acted in good faith and in a manner he reasonably believed to be in or notopposed to the best interests of the Corporation and except that noindemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been adjudged to be liable for negligence ormisconduct in the performance of his duty to the Corporation unless and only tothe extent that the Court of Chancery or the court in which such action or suitwas brought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to be indemnified for such expenses which theCourt of Chancery or such other court shall deem proper.

 

(C)           To the extent that a director, officer,employee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to insubsection (A) or (B) of this Article, or in defense of any claim, issue ormatter therein, he shall be indemnified against expenses (including attorneys'fees) actually and reasonably incurred by him in connection therewith.

 

(D)          Any indemnification under subsection(A) or (B) of this Article (unless ordered by a court) shall be made by theCorporation only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in thecircumstances because he has met the applicable standard of conduct set forthin subsections (A) and (B) of this Article.  Such determination shall be made (1) by the Board of Directors bya majority vote of a quorum consisting of directors who were not parties tosuch action, suit or proceeding, or (2) if such quorum is not obtainable, or,even if obtainable, a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion, or (3) by the stockholders.

 

(E)           Expenses incurred in defending acivil or criminal action, suit or proceeding may be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding asauthorized by the Board of Directors in the specific case upon receipt of anundertaking by or on behalf of the director, officer, employee or agent torepay such amount unless it shall ultimately be determined that he is entitledto be indemnified by the Corporation as authorized in this section.

 

(F)           The indemnification provided by thissection shall not be deemed exclusive of any other rights to which thoseseeking indemnification may be entitled under any Bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding suchoffice, and shall continue as to a person who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the heirs, executors andadministrators of such a person.

 

(G)           The Corporation shall have power topurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under theprovisions of this section.

** **

**ARTICLEVI**

 

Bylaws

 

The directors ofthe Corporation shall have the power to adopt, amend or repeal the Bylaws ofthe Corporation.

** **

**ARTICLEVII**

 

Action without a Meeting

 

Whenever under theprovisions of the laws of the State of Delaware or this Amended and RestatedCertificate of Incorporation the vote of the holders of Common Stock at ameeting thereof is required or permitted to be taken for or in connection withany corporate action, the meeting and vote of such holders may be dispensedwith and such actions may be effectively and validly taken on the writtenconsent of the holders of not less than a majority of the shares of CommonStock then outstanding, provided that in no case shall such consent be by theholders of Common Stock having less than the minimum percentage of the totalvote required by the General Corporation Law for the proposed corporate action;and provided, further that prompt notice shall be given to all stockholders ofthe taking of corporate action without a meeting and by less than unanimouswritten consent.

** **

**ARTICLE VIII**

 

Personal Liability ofDirectors or Officers

 

A director or any officer of the Corporation shall notbe personally liable to the Corporation or its stockholders for the breach ofany duty owed to the Corporation or its stockholders except to the extent thatan exemption from personal liability is not permitted by the GeneralCorporation Law.

 

**ARTICLEIX**

 

Amendment

 

The Corporation reserves the right to amend, alter,change or repeal any provision of this Amended and Restated Certificate ofIncorporation, in the manner now or hereafter prescribed by law, and all rightsconferred on stockholders in this Amended and Restated Certificate ofIncorporation are subject to this reservation.

** **

**ARTICLEX**

 

Capital Stock

 

The total numberof shares of stock which the Corporation shall have the authority to issue is50,000 shares of common stock, par value $0.10 per share (the “Common Stock”)and 50,000,000 shares of preferred stock, par value $0.01 per share (the “PreferredStock”).

 

(A)          Provisions Relating to Common Stock.  Issued and outstanding shares of CommonStock shall be entitled to one vote per share on all matters which thestockholders of the Corporation are entitled to vote upon pursuant toapplicable law or the Bylaws of the Corporation.

 

(B)           Provisions Relating to PreferredStock.  (1)  The Board ofDirectors (or such committee of the Board of Directors as the Board ofDirectors shall empower) is hereby empowered to authorize by resolution orresolutions from time to time the issuance of one or more classes or series ofPreferred Stock and to fix the designations, powers, preferences and relative,participating, optional or other rights, if any, and the qualifications,limitations or restrictions thereof, if any, with respect to each such class orseries of Preferred Stock and the number of shares constituting each such classor series, and to increase or decrease the number of shares of any such classor series to the extent permitted by the General Corporation Law, as amendedfrom time to time.

 

(2)           Provisions Relating to the SeriesA Preferred Stock of the Corporation.

 

                                (a)           Number of Shares and Designation.  Four million (4,000,000) shares of the50,000,000 authorized shares of Preferred Stock, are hereby constituted as aseries of Preferred Stock, designated as "Fixed/Adjustable RateCumulative Preferred Stock, Series A" (hereinafter called the"Series A Preferred Stock").

 

                                (b)           Ranking.  The Series A Preferred Stock will, onthe date of original issuance, rank on a parity as to payment of dividends anddistribution of assets upon dissolution, liquidation or winding up of theCorporation with each other outstanding series of Preferred Stock. The Series APreferred Stock, together with each other series of Preferred Stock, will rankprior to the Common Stock of the Corporation as to the payment of dividends anddistribution of assets upon dissolution, liquidation or winding up of theCorporation.

 

                                (c)           Dividends.

 

(i)            General.  Cumulative cash dividends will be payable oneach share of Series A Preferred Stock when, as, and if declared by the Boardof Directors or a duly authorized committee thereof, out of funds legallyavailable therefor.

 

Theinitial dividend for the dividend period commencing on November 22, 1996to (but excluding) February 28, 1997 will be $0.8085 per share and will bepayable on February 28, 1997. Thereafter, dividends on the Series A Preferred Stock will be payablequarterly, as, if and when declared by the Board of Directors of theCorporation on February 28, May 30, August 30 andNovember 30 of each year (each a "Series A Dividend PaymentDate") at the annual rate of 5.94% or $2.97 per share throughNovember 30, 2001.  AfterNovember 30, 2001, dividends rate on the Series A Preferred Stockwill be payable on each Series A Dividend Payment Date, as, if and whendeclared by the Board of Directors of the Corporation at the Series AApplicable Rate from time to time in effect. The Series A Applicable Rate per annum for each dividend periodbeginning on or after November 30, 2001 will be equal to 0.50% plus thehighest of the Series A Treasury Bill Rate, the Series A Ten Year ConstantMaturity Rate and the Series A Thirty Year Constant Maturity Rate (each asdefined below), as determined in advance of such dividend period.  The Series A Applicable Rate per annum foreach dividend period beginning November 30, 2001 will not be less than6.44% nor greater than 12.44% (without taking into account any adjustments asdescribed below).

 

Ifa Series A Dividend Payment Date is not a business day, dividends (if declared)on the Series A Preferred Stock will be paid on the next business day, withoutinterest.  A dividend period withrespect to a Series A Dividend Payment Date is the period commencing on thepreceding Series A Dividend Payment Date and ending on the day immediatelyprior to the next Series A Dividend Payment Date. Dividends will be payable toholders of record as they appear on the stock books of the Corporation on therecord date fixed by the Board of Directors of the Corporation.

 

Dividendson the Series A Preferred Stock will be cumulative and rights will accrue tothe holders of the Series A Preferred Stock if the Corporation fails to declareone or more dividends on the Series A Preferred Stock in any amount, whether ornot the earnings or financial condition of the Corporation were sufficient topay such dividends in whole or in part.

 

(ii)           Adjustable Rate Dividends.  The "Series A Applicable Rate"per annum for each dividend period beginning November 30, 2001 will be equal to0.50% plus the Series A Effective Rate (as defined below) for such dividendperiod, but not less than 6.44% nor greater than 12.44% (without taking intoaccount any adjustments as described in paragraph (viii) below).  The "Series A Effective Rate"for each dividend period beginning November 30, 2001 will be equal to thehighest of the Series A Treasury Bill Rate, the Series A Ten Year ConstantMaturity Rate and the Series A Thirty Year Constant Maturity Rate (each asdefined below) for such dividend period. The Series A Treasury Bill Rate, theSeries A Ten Year Constant Maturity Rate and the Series A Thirty Year ConstantMaturity Rate will each be rounded to the nearest five hundredths of a percent.In the event that the Corporation determines in good faith that for any reason:(A) any one of the Series A Treasury Bill Rate, the Series A Ten Year ConstantMaturity Rate or the Series A Thirty Year Constant Maturity Rate cannot bedetermined for any dividend period, then the effective rate for such dividendperiod will be equal to whichever two of such rates can be so determined; (B)only one of the Series A Treasury Bill Rate, the Series A Ten Year ConstantMaturity Rate or the Series A Thirty Year Constant Maturity Rate can bedetermined for any dividend period, then the Series A Effective Rate for suchdividend period will be equal to whichever such rate can be so determined; or(C) none of the Series A Treasury Bill Rate, the Series A Ten Year ConstantMaturity Rate or the Series A Thirty Year Constant Maturity Rate can be determinedfor any dividend period, then the Series A Effective Rate for the precedingdividend period will be continued for the succeeding dividend period.

 

The"Series A Treasury Bill Rate" will be the arithmetic averageof the two most recent weekly per annum market discount rates (or the oneweekly per annum market discount rate, if only one such rate is publishedduring the relevant Calendar Period (as defined below)) for three-month U.S.Treasury bills, as published weekly by the Federal Reserve Board (as definedbelow) during the Calendar Period immediately preceding the last ten calendardays preceding the dividend period for which the dividend rate on the Series APreferred Stock is being determined, except as described below in thisparagraph. In the event that the Federal Reserve Board does not publish such aweekly per annum market discount rate during any such Calendar Period, then theSeries A Treasury Bill Rate for such dividend period will be the arithmeticaverage of the two most recent weekly per annum market discount rates (or theone weekly per annum market discount rate, if only one such rate is publishedduring the relevant Calendar Period) for three-month U.S. Treasury bills, aspublished weekly during such Calendar Period by any Federal Reserve Bank or byany U.S. Government department or agency selected by the Corporation. In theevent that a per annum market discount rate for three-month U.S. Treasury billsis not published by the Federal Reserve Board or by any Federal Reserve Bank orby any U.S. Government department or agency during such Calendar Period, thenthe Series A Treasury Bill Rate for such dividend period will be the arithmeticaverage of the two most recent weekly per annum market discount rates (or theone weekly per annum market discount rate, if only one such rate is publishedduring the relevant Calendar Period) for all of the U.S. Treasury bills thenhaving remaining maturities of not less than 80 nor more than 100 days, aspublished during such Calendar Period by the Federal Reserve Board or, if theFederal Reserve Board does not publish such rates, by any Federal Reserve Bankor by any U.S. Government department or agency selected by the Corporation. Inthe event that the Corporation determines in good faith that for any reason nosuch U.S. Treasury bill rates are published as provided above during suchCalendar Period, then the Series A Treasury Bill Rate for such dividend periodwill be the arithmetic average of the per annum market discount rates basedupon the closing bids during such Calendar Period for each of the issues ofmarketable non-interest-bearing U.S. Treasury securities with a remainingmaturity of not less than 80 nor more than 100 days from the date of each suchquotation, as chosen and quoted daily for each business day in New York City(or less frequently if daily quotations are not generally available) to theCorporation by at least three recognized dealers in U.S. Government securitiesselected by the Corporation. In the event that the Corporation determines ingood faith that for any reason the Corporation cannot determine the Series ATreasury Bill Rate for any dividend period as provided above in this paragraph,the Series A Treasury Bill Rate for such dividend period will be thearithmetic average of the per annum market discount rates based upon theclosing bids during such Calendar Period for each of the issues of marketableinterest-bearing U.S. Treasury securities with a remaining maturity of not lessthan 80 nor more than 100 days, as chosen and quoted daily for each businessday in New York City (or less frequently if daily quotations are not generallyavailable) to the Corporation by at least three recognized dealers in U.S.Government securities selected by the Corporation.

 

The"Series A Ten Year Constant Maturity Rate" will be thearithmetic average of the two most recent weekly per annum Ten Year AverageYields (as defined below) (or the one weekly per annum Ten Year Average Yield,if only one such yield is published during the relevant Calendar Period), aspublished weekly by the Federal Reserve Board during the Calendar Periodimmediately preceding the last ten calendar days preceding the dividend periodfor which the dividend rate on the Series A Preferred Stock is beingdetermined, except as described below in this paragraph. In the event that theFederal Reserve Board does not publish such a weekly per annum Ten Year AverageYield during such Calendar Period, then the Series A Ten Year Constant MaturityRate for such dividend period will be the arithmetic average of the two mostrecent weekly per annum Ten Year Average Yields (or the one weekly per annumTen Year Average Yield, if only one such yield is published during the relevantCalendar Period), as published weekly during such Calendar Period by anyFederal Reserve Bank or by any U.S. Government department or agency selected bythe Corporation. In the event that a per annum Ten Year Average Yield is notpublished by the Federal Reserve Board or by any Federal Reserve Bank or by anyU.S. Government department or agency during such Calendar Period, then theSeries A Ten Year Constant Maturity Rate for such dividend period will be thearithmetic average of the two most recent weekly per annum average yields tomaturity (or the one weekly per annum average yield to maturity, if only onesuch yield is published during the relevant Calendar Period) for all of theactively traded marketable U.S. Treasury fixed interest rate securities (otherthan Special Securities (as defined below)) then having remaining maturities ofnot less than eight nor more than twelve years, as published during suchCalendar Period by the Federal Reserve Board or, if the Federal Reserve Boarddoes not publish such yields, by any Federal Reserve Bank or by any U.S. Governmentdepartment or agency selected by the Corporation. In the event that theCorporation determines in good faith that for any reason the Corporation cannotdetermine the Series A Ten Year Constant Maturity Rate for any dividend periodas provided above in this paragraph, then the Series A Ten Year ConstantMaturity Rate for such dividend period will be the arithmetic average of theper annum average yields to maturity based upon the closing bids during suchCalendar Period for each of the issues of actively traded marketable U.S.Treasury fixed interest rate securities (other than Special Securities) with afinal maturity date not less than eight nor more than twelve years from thedate of each such quotation, as chosen and quoted daily for each business dayin New York City (or less frequently if daily quotations are not generallyavailable) to the Corporation by at least three recognized dealers in U.S.Government securities selected by the Corporation.

 

The"Series A Thirty Year Constant Maturity Rate" will be thearithmetic average of the two most recent weekly per annum Thirty Year AverageYields (as defined below) (or the one weekly per annum Thirty Year AverageYield, if only one such yield is published during the relevant CalendarPeriod), as published weekly by the Federal Reserve Board during the CalendarPeriod immediately preceding the last ten calendar days preceding the dividendperiod for which the dividend rate on the Series A Preferred Stock is beingdetermined. In the event that the Federal Reserve Board does not publish such aweekly per annum Thirty Year Average Yield during such Calendar Period, thenthe Series A Thirty Year Constant Maturity Rate for such dividend period willbe the arithmetic average of the two most recent weekly per annum Thirty YearAverage Yields (or the one weekly per annum Thirty Year Average Yield, if onlyone such yield is published during the relevant Calendar Period), as publishedweekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Governmentdepartment or agency selected by the Corporation. In the event that a per annumThirty Year Average Yield is not published by the Federal Reserve Board or byany Federal Reserve Bank or by any U.S. Government department or agency duringsuch Calendar Period, then the Series A Thirty Year Constant Maturity Ratefor such dividend period will be the arithmetic average of the two most recentweekly per annum average yields to maturity (or the one weekly per annumaverage yield to maturity, if only one such yield is published during therelevant Calendar Period) for all of the actively traded marketable U.S.Treasury fixed interest rate securities (other than Special Securities) thenhaving remaining maturities of not less than twenty-eight nor more than thirtyyears, as published during such Calendar Period by the Federal Reserve Boardor, if the Federal Reserve Board does not publish such yields, by any FederalReserve Bank or by any U.S. Government department or agency selected by theCorporation. In the event that the Corporation determines in good faith thatfor any reason the Corporation cannot determine the Series A Thirty YearConstant Maturity Rate for any applicable dividend period as provided above inthis paragraph, then the Series A Thirty Year Constant Maturity Rate for suchdividend period will be the arithmetic average of the per annum average yieldsto maturity based upon the closing bids during such Calendar Period for each ofthe issues of actively traded marketable U.S. Treasury fixed interest ratesecurities (other than Special Securities) with a final maturity date not lessthan twenty-eight nor more than thirty years from the date of each suchquotation, as chosen and quoted daily for each business day in New York City(or less frequently if daily quotations are not generally available) to theCorporation by at least three recognized dealers in U.S. Government securitiesselected by the Corporation.

 

TheSeries A Treasury Bill Rate, the Series A Ten Year Constant Maturity Rate andthe Series A Thirty Year Constant Maturity Rate will each be rounded to thenearest five hundredths of a percent.

 

TheSeries A Applicable Rate with respect to each dividend period beginningNovember 30, 2001 will be calculated as promptly as practicable by theCorporation according to the appropriate method described above.  The Corporation will cause notice of theSeries A Applicable Rate for the next dividend period to be enclosed with thedividend payment check mailed to the holders of Series A Preferred Stock.

 

Asused herein, the term "Calendar Period" means a period offourteen calendar days; the term "Federal Reserve Board" meansthe Board of Governors of the Federal Reserve System; the term "SpecialSecurities" means securities which can, at the option of the holder,be surrendered at face value in payment of any Federal estate tax or whichprovide tax benefits to the holder and are priced to reflect such tax benefitsor which were originally issued at a deep or substantial discount; the term"Ten Year Average Yield" means the average yield to maturityfor actively traded marketable U.S. Treasury fixed interest rate securities(adjusted to constant maturities of ten years); and the term "ThirtyYear Average Yield" means the average yield to maturity for activelytraded marketable U.S. Treasury fixed interest rate securities (adjusted toconstant maturities of thirty years).

 

(iii)          Changes in the Dividends ReceivedPercentage.  If one or moreamendments to the Internal Revenue Code of 1986, as amended (the "Code"),are enacted which change the percentage of the dividends received deduction asspecified in Section 243(a)(1) of the Code or any successor provision (the"Dividends Received Percentage"), the amount of each dividendon each share of the Series A Preferred Stock for dividend payments made on orafter the date of enactment of such change will be adjusted by multiplying theamount of the dividend payable determined as described above (beforeadjustment) by a factor, which will be the number determined in accordance withthe following formula (the "Series A DRD Formula"), androunding the result to the nearest cent:

 

1-[.35(1 - .70)]

-----------------

1-[.35(1 - DRP)]

 

Forthe purposes of the Series A DRD Formula, "DRP" means the newDividends Received Percentage applicable to the dividend in question.  No amendment to the Code, other than achange in the percentage of the dividends received deduction set forth inSection 243(a)(1) of the Code or any successor provision, will give rise to anadjustment. Notwithstanding the foregoing provisions, in the event that, withrespect to any such amendment, the Corporation shall receive either anunqualified opinion of nationally recognized independent tax counsel selectedby the Corporation or a private letter ruling or similar form of authorizationfrom the Internal Revenue Service to the effect that such an amendment wouldnot apply to dividends payable on the Series A Preferred Stock, then any suchamendment shall not result in the adjustment provided for pursuant to the  Series A DRD Formula. The opinion referencedin the previous sentence will be based upon a specific exception in thelegislation amending the DRP or upon a published pronouncement of the InternalRevenue Service addressing such legislation. Unless the context otherwiserequires, references to dividends herein shall mean dividends as adjusted bythe Series A DRD Formula. The Corporation's calculation of the dividendspayable as so adjusted and as certified accurate as to calculation and reasonableas to method by the independent certified public accountants then regularlyengaged by the Corporation, shall be final and not subject to review.

 

Ifany amendment to the Code which reduces the Dividends Received Percentage isenacted after a record date and before the next Series A Dividend Payment Date,the amount of dividend payable on such Series A Dividend Payment Date will notbe increased above, but instead, an amount equal to the excess of (x) theproduct of the dividends paid by the Corporation on such Series A DividendPayment Date and the Series A DRD Formula (where the DRP used in theSeries A DRD Formula would be equal to the reduced Dividends ReceivedPercentage) and (y) the dividends paid by the Corporation on such Series ADividend Payment Date, will be payable (if declared) to holders of record onthe next succeeding Series A Dividend Payment Date in addition to any otheramounts payable on such date.

 

Inaddition, if, prior to May 31, 1997, an amendment to the Code is enacted thatreduces the Dividends Received Percentage and such reduction retroactivelyapplies to a Series A Dividend Payment Date as to which the Corporationpreviously paid dividends on the Series A Preferred Stock (each a "SeriesA Affected Dividend Payment Date"), the Corporation will pay (ifdeclared), additional dividends (the "Series A Additional Dividends")on the next succeeding Series A Dividend Payment Date (or if such amendment isenacted after the dividend payable on such Series A Dividend Payment Date hasbeen declared, on the second succeeding Series A Dividend Payment Datefollowing the date of enactment) to holders of record on such succeeding SeriesA Dividend Payment Date in an amount equal to the excess of (x) the product ofthe dividends paid by the Corporation on each Series A Affected DividendPayment Date and the Series A DRD Formula (where the DRP used in the Series ADRD Formula would be equal to the Dividends Received Percentage applied to eachSeries A Affected Dividend Payment Date) and (y) the dividends paid by theCorporation on each Series A Affected Dividend Payment Date.

 

SeriesA Additional Dividends will not be paid as a result of the enactment of anyamendment to the Code on or after May 31, 1997 which retroactively reduces theDividends Received Percentage, or if prior to May 31, 1997, such amendmentwould not result in an adjustment due to the Corporation having received eitheran opinion of counsel or tax ruling referred to in the third precedingparagraph. The Corporation will only make one payment of Series A AdditionalDividends.

 

Inthe event that the amount of dividend payable per share of the Series APreferred Stock will be adjusted pursuant to the Series A DRD Formula and/orSeries A Additional Dividends are to be paid, the Corporation will cause noticeof each such adjustment and, if applicable, any Series A Additional Dividends,to be sent to the holders of the Series A Preferred Stock with the payment ofdividends on the next Series A Dividend Payment Date after the date of suchadjustment.

 

Ifthe Dividends Received Percentage is reduced to 50% or less, the Corporationmay at its option redeem the Series A Preferred Stock as a whole but not inpart as described below.

 

                                (d)           Liquidation Preference.  In the event of any voluntary or involuntaryliquidation, dissolution or winding up of the Corporation, the holders ofshares of Series A Preferred Stock will be entitled to receive out of theassets of the Corporation available for distribution to stockholders, beforeany distribution of assets is made on the Common Stock or any other class orseries of stock of the Corporation ranking junior to the Series A PreferredStock upon liquidation, liquidating distributions in the amount of $50 pershare, plus an amount equal to the sum of all accrued and unpaid dividendsincluding any increase in dividends payable due to changes in the DividendsReceived Percentage and Series A Additional Dividends (whether or not earned ordeclared) for the then current dividend period and all dividend periods priorthereto.

 

                                (e)           Voting Rights.  The holders of shares of Series A PreferredStock will not be entitled to vote, except as set forth below or as expresslyrequired by applicable law.

 

If the equivalent of sixquarterly dividends payable on the Series A Preferred Stock or any other classor series of preferred stock are in default, the number of directors of theCorporation will be increased by two (without duplication of any increase madepursuant to the terms of any other series of preferred stock of theCorporation), and the holders of the Series A Preferred Stock, voting as asingle class with the holders of shares of any other class of the Corporation'spreferred stock ranking on a parity with the Series A Preferred Stock either asto dividends or distribution of assets and upon which like voting rights havebeen conferred and are exercisable, will be entitled to elect such twodirectors to fill such newly-created directorships. Such right shall continueuntil full cumulative dividends for all past dividend periods on all preferredshares of the Corporation, including any shares of the Series A PreferredStock, have been paid or declared and set apart for payment. Any such electeddirectors shall serve until the Corporation next annual meeting of stockholders(notwithstanding that prior to the end of such term the dividend default shallcease to exist) or until their respective successors shall be elected andqualify.

 

The affirmative vote orconsent of the holders of at least 66-2/3% of the outstanding shares of theSeries A Preferred Stock will be required for any amendment of the articles ofincorporation of the Corporation (or any certificate supplemental thereto)which will adversely affect the powers, preferences, privileges or rights of theSeries A Preferred Stock. The affirmative vote or consent of the holders of atleast 66-2/3% of the outstanding shares of the Series A Preferred Stock and anyother series of the Corporation's preferred stock ranking on a parity with theSeries A Preferred Stock either as to dividends or upon liquidation, voting asa single class without regard to series, will be required to issue, authorizeor increase the authorized amount of, or issue or authorize any obligation orsecurity convertible into or evidencing a right to purchase, any additionalclass or series of stock ranking prior to the Series A Preferred Stock as todividends or upon liquidation, or to reclassify any authorized stock of theCorporation into such prior shares, but such vote will not be required for theCorporation to take any such actions with respect to any stock ranking on aparity with or junior to the Series A Preferred Stock.

 

(f)            Redemption. Prior to November 30, 2001, the Series A Preferred Stock is notredeemable except under certain limited circumstances as described below. On orafter such date, each share of Series A Preferred Stock will be redeemable, inwhole or in part, out of funds legally available therefor, at a redemptionprice of $50 per share, together in each case with accrued and unpaid dividends(whether or not declared) to the date fixed for redemption.

 

However, if the DividendsReceived Percentage is equal to or less than 50% and, as a result, the amountof dividends on the Series A Preferred Stock payable on any Series A DividendPayment Date will be or is adjusted upwards as described above, theCorporation, at its option, may redeem all, but not less than all, of theoutstanding shares of the Series A Preferred Stock not withstanding thepreceding paragraph, provided, that within sixty days of the date on which anamendment to the Code is enacted which reduces the Dividends ReceivedPercentage to 50% or less, the Corporation sends notice to holders of theSeries A Preferred Stock of such redemption. Any redemption of the Series APreferred Stock pursuant to this paragraph will take place on the datespecified in the notice, which will not be less than thirty nor more than sixtydays' from the date such notice is sent to holders of the Series A PreferredStock. Any redemption of the Series A Preferred Stock will be at the applicableredemption price set forth in the following table, in each case plus accruedand unpaid dividends (whether or not declared) thereon from the immediatelypreceding Series A Dividend Payment Date to the date fixed for redemption,including any increase in dividends payable due to changes in the DividendsReceived Percentage and Series A Additional Dividends.

 

|                                    |   | **REDEMPTION**      |   |
|-----------------------------------------|--------|---------------------|--------|
| **REDEMPTION  PERIOD**                  |   | **PRICE PER SHARE** |   |
| November 22, 1996 to  November 29, 1997 |   | $                   | 52.50  |   |
| November 30, 1997 to  November 29, 1998 |   | 52.00               |   |
| November 30, 1998 to  November 29, 1999 |   | 51.50               |   |
| November 30, 1999 to  November 29, 2000 |   | 50.50               |   |
| November 30, 2000 to  November 29, 2001 |   | 50.00               |   |
| On or after November 30,  2001          |   |                |   |
|                                         |        |                     |        |  |

 

In addition, if the holdersof the shares of the Series A Preferred Stock are entitled to vote upon orconsent to a merger or consolidation of the Corporation, and if the Corporationoffers to purchase all of the outstanding shares of the Series A PreferredStock (the "Series A Offer"), then each holder of Series APreferred Stock who does not sell their shares of Series A Preferred Stockpursuant to the Series A Offer shall be deemed irrevocably to have voted orconsented all shares of Series A Preferred Stock owned by such holder in favorof the merger or consolidation of the Corporation without any further action bythe holder. The Series A Offer shall be at a price of $50 per share, togetherwith accrued and unpaid dividends, if any, to the date fixed for redemption,including any increase in dividends payable due to increases in the DividendsReceived Percentage and Series A Additional Dividends. The Series A Offer mustremain open for acceptance for a period of at least 30 days.

 

Holders of Series A PreferredStock will have no right to require redemption of the Series A Preferred Stock.

 

The Series A Preferred Stock is not subject to any mandatory redemption,sinking fund or other similar provisions.

 

(3)           ProvisionsRelating to the Series B Preferred Stock of the Corporation.

 

(a)           Number of Shares and Designation.  Three million five hundred thousand  (3,500,000) shares of the 50,000,000authorized shares of Preferred Stock, are hereby constituted as a series ofPreferred Stock, designated as "Fixed/Adjustable Rate CumulativePreferred Stock, Series B" (hereinafter called the "Series BPreferred Stock").

 

(b)           Ranking. The Series B Preferred Stock will, on the date of original issuance,rank on a parity as to payment of dividends and distribution of assets upon dissolution,liquidation or winding up of the Corporation with each other outstanding seriesof preferred stock of the Corporation. The Series B Preferred Stock, togetherwith each other series of preferred stock of the Corporation, will rank priorto the Common Stock of the Corporation as to the payment of dividends anddistribution of assets upon dissolution, liquidation or winding up of theCorporation.

 

(c)           Dividends.

 

(i)            General.  Cumulative cash dividends will be payable oneach share of Series B Preferred Stock when, as, and if declared by the Boardof Directors or a duly authorized committee thereof, out of funds legallyavailable therefor.

 

Theinitial dividend for the dividend period commencing on January 9, 1998 to (butexcluding) April 15, 1998, will be $.7067 per share and will be payable onApril 15, 1998.  Thereafter, dividendson the Series B Preferred Stock will be payable quarterly, as, if and whendeclared by the Board of Directors of the Corporation on January 15, April 15,July 15 and October 15 of each year (each a "Series B Dividend PaymentDate") at the annual rate of 5.30% or $2.65 per share through January15, 2003.  After January 15, 2003,dividends on the Series B Preferred Stock will be payable on each Series BDividend Payment Date, as, if and when declared by the Board of Directors ofthe Corporation at the Series B Applicable Rate from time to time ineffect.  The Series B Applicable Rateper annum for each dividend period beginning on or after January 15, 2003 willbe equal to 0.40% plus the highest of the Series B Treasury Bill Rate, theSeries B Ten Year Constant Maturity Rate or the Series B Thirty Year ConstantMaturity Rate (each as defined below), as determined in advance of suchdividend period, however, the Series B Applicable Rate per annum for eachdividend period beginning January 15, 2003 will not be less than 5.70% norgreater than 11.30% (without taking into account any adjustments as describedbelow).

 

Ifa Series B Dividend Payment Date is not a business day, dividends (if declared)on the Series B Preferred Stock will be paid on the next business day, withoutinterest.  A dividend period withrespect to a Series B Dividend Payment Date is the period commencing on thepreceding Series B Dividend Payment Date and ending on the day immediatelyprior to the next Series B Dividend Payment Date.  Dividends will be payable to holders of record as they appear onthe stock books of the Corporation on the record date fixed by the Board ofDirectors of the Corporation which will not be more than 60 days nor less than10 days preceding the payment date thereof.

 

Dividendson the Series B Preferred Stock will be cumulative and rights will accrue tothe holders of the Series B Preferred Stock if the Corporation fails to declareone or more dividends on the Series B Preferred Stock in any amount, whether ornot the earnings or financial condition of the Corporation were sufficient topay such dividends in whole or in part.

 

(ii)           Adjustable Rate Dividends.  The "Series B Applicable Rate"per annum for each dividend period beginning January 15, 2003 will beequal to 0.40% plus the Series B Effective Rate (as defined below) for suchdividend period, but not less than 5.70% nor greater than 11.30% except asprovided below in this paragraph.  The"Series B Effective Rate" for each dividend period beginningJanuary 15, 2003 will be equal to the highest of the Series BTreasury Bill Rate, the Series B Ten Year Constant Maturity Rate and theSeries B Thirty Year Constant Maturity Rate (each as defined below) forsuch dividend period.  In the event thatthe Corporation determines in good faith that for any reason:  (A) any one of the Series BTreasury Bill Rate, the Series B Ten Year Constant Maturity Rate or theSeries B Thirty Year Constant Maturity Rate cannot be determined for anydividend period, then the Series B Effective Rate for such dividend period will be equalto the higher of whichever two of such rates can be so determined;(B) only one of the Series B Treasury Bill Rate, the Series B Ten Year Constant Maturity Rateor the Series B Thirty Year Constant Maturity Rate can be determined for anydividend period, then the Series B Effective Rate for such dividend period willbe equal to whichever such rate can be so determined; or (C) none of theSeries B Treasury Bill Rate, the Series B Ten Year Constant MaturityRate or the Series B Thirty Year Constant Maturity Rate can be determinedfor any dividend period, then the Series B Effective Rate for thepreceding dividend period will be continued for the succeeding dividend period.

 

The"Series B Treasury Bill Rate" will be the arithmetic averageof the two most recent weekly per annum market discount rates (or the oneweekly per annum market discount rate, if only one such rate is published duringthe relevant Calendar Period for three-month U.S. Treasury bills, as publishedweekly by the Federal Reserve Board during the Calendar Period immediatelypreceding the last ten calendar days preceding the dividend period for whichthe dividend rate on the Series B Preferred Stock is being determined, exceptas described below in this paragraph. In the event that the Federal Reserve Board does not publish such aweekly per annum market discount rate during any such Calendar Period, then theSeries B Treasury Bill Rate for such dividend period will be the arithmeticaverage of the two most recent weekly per annum market discount rates (or theone weekly per annum market discount rate, if only one such rate is publishedduring the relevant Calendar Period) for three-month U.S. Treasury bills, aspublished weekly during such Calendar Period by any Federal Reserve Bank or byany U.S. Government department or agency selected by the Corporation.  In the event that a per annum marketdiscount rate for three-month U.S. Treasury bills is not published by theFederal Reserve Board or by any Federal Reserve Bank or by any U.S. Governmentdepartment or agency during such Calendar Period, then the Series B TreasuryBill Rate for such dividend period will be the arithmetic average of the twomost recent weekly per annum market discount rates (or the one weekly per annummarket discount rate, if only one such rate is published during the relevantCalendar Period) for all of the U.S. Treasury bills then having remainingmaturities of not less than 80 nor more than 100 days, as published during suchCalendar Period by the Federal Reserve Board or, if the Federal Reserve Boarddoes not publish such rates, by any Federal Reserve Bank or by any U.S.Government department or agency selected by the Corporation.  In the event that the Corporation determinesin good faith that for any reason no such U.S. Treasury Bill Rates arepublished as provided above during such Calendar Period, then the Series BTreasury Bill Rate for such dividend period will be the arithmetic average ofthe per annum market discount rates based upon the closing bids during suchCalendar Period for each of the issues of marketable non-interest-bearing U.S.Treasury securities with a remaining maturity of not less than 80 nor more than100 days from the date of each such quotation, as chosen and quoted daily foreach business day in New York City (or less frequently if daily quotations arenot generally available) to the Corporation by at least three recognizeddealers in U.S. Government securities selected by the Corporation.  In the event that the Corporation determinesin good faith that for any reason the Corporation cannot determine the Series BTreasury Bill Rate for any dividend period as provided above in this paragraph,the Series B Treasury Bill Rate for such dividend period will be the arithmeticaverage of the per annum market discount rates based upon the closing bidsduring such Calendar Period for each of the issues of marketable interest-bearingU.S. Treasury securities with a remaining maturity of not less than 80 nor morethan 100 days, as chosen and quoted daily for each business day in New YorkCity (or less frequently if daily quotations are not generally available) tothe Corporation by at least three recognized dealers in U.S. Governmentsecurities selected by the Corporation.

 

The"Series B Ten Year Constant Maturity Rate" will be thearithmetic average of the two most recent weekly per annum Ten Year AverageYields (or the one weekly per annum Ten Year Average Yield, if only one suchyield is published during the relevant Calendar Period), as published weekly bythe Federal Reserve Board during the Calendar Period immediately preceding thelast ten calendar days preceding the dividend period for which the dividendrate on the Series B Preferred Stock is being determined, except as describedbelow in this paragraph.  In the eventthat the Federal Reserve Board does not publish such a weekly per annum TenYear Average Yield during such Calendar Period, then the Series B Ten YearConstant Maturity Rate for such dividend period will be the arithmetic averageof the two most recent weekly per annum Ten Year Average Yields (or the oneweekly per annum Ten Year Average Yield, if only one such yield is publishedduring the relevant Calendar Period), as published weekly during such CalendarPeriod by any Federal Reserve Bank or by any U.S. Government department oragency selected by the Corporation.  Inthe event that a per annum Ten Year Average Yield is not published by theFederal Reserve Board or by any Federal Reserve Bank or by any U.S. Governmentdepartment or agency during such Calendar Period, then the Series B Ten YearConstant Maturity Rate for such dividend period will be the arithmetic averageof the two most recent weekly per annum average yields to maturity (or the oneweekly per annum average yield to maturity, if only one such yield is publishedduring the relevant Calendar Period) for all of the actively traded marketableU.S. Treasury fixed interest rate securities (other than Special Securities)then having remaining maturities of not less than eight nor more than twelveyears, as published during such Calendar Period by the Federal Reserve Boardor, if the Federal Reserve Board does not publish such yields, by any FederalReserve Bank or by any U.S. Government department or agency selected by theCorporation.  In the event that theCorporation determines in good faith that for any reason the Corporation cannotdetermine the Series B Ten Year Constant Maturity Rate for any dividend periodas provided above in this paragraph, then the Series B Ten Year ConstantMaturity Rate for such dividend period will be the arithmetic average of theper annum average yields to maturity based upon the closing bids during suchCalendar Period for each of the issues of actively traded marketable U.S.Treasury fixed interest rate securities (other than Special Securities) with afinal maturity date not less than eight nor more than twelve years from the dateof each such quotation, as chosen and quoted daily for each business day in NewYork City (or less frequently if daily quotations are not generally available)to the Corporation by at least three recognized dealers in U.S. Governmentsecurities selected by the Corporation.

 

The"Series B Thirty Year Constant Maturity Rate" will be thearithmetic average of the two most recent weekly per annum Thirty Year AverageYields (or the one weekly per annum Thirty Year Average Yield, if only one suchyield is published during the relevant Calendar Period), as published weekly bythe Federal Reserve Board during the Calendar Period immediately preceding thelast ten calendar days preceding the dividend period for which the dividendrate on the Series B Preferred Stock is being determined except as describedbelow in this paragraph.  In the eventthat the Federal Reserve Board does not publish such a weekly per annum ThirtyYear Average Yield during such Calendar Period, then the Series B Thirty YearConstant Maturity Rate for such dividend period will be the arithmetic averageof the two most recent weekly per annum Thirty Year Average Yields (or the oneweekly per annum Thirty Year Average Yield, if only one such yield is publishedduring the relevant Calendar Period), as published weekly during such CalendarPeriod by any Federal Reserve Bank or by any U.S.  Government department or agency selected by the Corporation.  In the event that a per annum Thirty YearAverage Yield is not published by the Federal Reserve Board or by any FederalReserve Bank or by any U.S.  Governmentdepartment or agency during such Calendar Period, then the Series B Thirty YearConstant Maturity Rate for such dividend period will be the arithmetic averageof the two most recent weekly per annum average yields to maturity (or the oneweekly per annum average yield to maturity, if only one such yield is publishedduring the relevant Calendar Period) for all of the actively traded marketableU.S. Treasury fixed interest rate securities (other than Special Securities)then having remaining maturities of not less than twenty-eight nor more thanthirty years, as published during such Calendar Period by the Federal ReserveBoard or, if the Federal Reserve Board does not publish such yields, by anyFederal Reserve Bank or by any U.S. Government department or agency selected by the Corporation.  In the event that the Corporation determinesin good faith that for any reason the Corporation cannot determine the Series BThirty Year Constant Maturity Rate for any applicable dividend period asprovided above in this paragraph, then the Series B Thirty Year ConstantMaturity Rate for such dividend period will be the arithmetic average of theper annum average yields to maturity based upon the closing bids during suchCalendar Period for each of the issues of actively traded marketable U.S.Treasury fixed interest rate securities (other than Special Securities) with afinal maturity date not less than twenty-eight nor more than thirty years fromthe date of each such quotation, as chosen and quoted daily for each businessday in New York City (or less frequently if daily quotations are not generallyavailable) to the Corporation by at least three recognized dealers in U.S.  Government securities selected by theCorporation.

 

TheSeries B Treasury Bill Rate, the Series B Ten Year Constant Maturity Rate andthe Series B Thirty Year Constant Maturity Rate will each be rounded to thenearest five hundredths of a percent.

 

TheSeries B Applicable Rate with respect to each dividend period beginningJanuary 15, 2003 will be calculated as promptly as practicable by theCorporation according to the appropriate method described above.  The Corporation will cause notice of theSeries B Applicable Rate for the next dividend period to be enclosed with thedividend payment check mailed to the holders of Series B Preferred Stock.

 

(iii)          Changes in the Dividends ReceivedPercentage.  If, prior to 18 monthsafter the original issuance of the Series B Preferred Stock, one or moreamendments to the Code, are enacted which change the Dividends ReceivedPercentage, the amount of each dividend on each share of the Series B PreferredStock for dividend payments made on or after the date of enactment of suchchange will be adjusted by multiplying the amount of the dividend payabledetermined as described above (before adjustment) by a factor, which will bethe number determined in accordance with the following formula (the "Series BDRD Formula"), and rounding the result to the nearest cent:

 

1-[.35(1 - .70)]

-----------------

1-[.35(1 - DRP)]

 

Forthe purposes of the Series B DRD Formula, "DRP" means thenew Dividends Received Percentage applicable to the dividend in question;provided however, that if the Dividends Received Percentage applicable to thedividend in question shall be less than 50%, then the DRP shall equal .50.  No amendment to the Code, other than achange in the percentage of the dividends received deduction set forth in Section 243(a)(1)of the Code or any successor provision, will give rise to an adjustment.  Notwithstanding the foregoing provisions, inthe event that, with respect to any such amendment, the Corporation shallreceive either an unqualified opinion of nationally recognized independent taxcounsel selected by the Corporation or a private letter ruling or similar formof authorization from the Internal Revenue Service to the effect that such anamendment does not apply to dividends payable on the Series B Preferred Stock,then any such amendment shall not result in the adjustment provided forpursuant to the Series B DRD Formula. The opinion referenced in the previous sentence will be based upon aspecific exception in the legislation amending the DRP or upon a publishedpronouncement of the Internal Revenue Service addressing such legislation.  Unless the context otherwise requires,references to dividends herein shall mean dividends as adjusted by the Series BDRD Formula.  The Corporation'scalculation of the dividends payable as so adjusted and as certified accurateas to calculation and reasonable as to method by the independent certifiedpublic accountants then regularly engaged by the Corporation, shall be finaland not subject to review.

 

Ifany amendment to the Code which reduces the Dividends Received Percentage isenacted after a record date and before the next Series B Dividend PaymentDate, the amount of dividend payable on such Series B Dividend PaymentDate will not be increased, but instead, an amount equal to the excess of (x) theproduct of the dividends paid by the Corporation on such Series B DividendPayment Date and the Series B DRD Formula (where the DRP used in the Series BDRD Formula would be equal to the greater of the Dividends Received Percentageapplicable to the dividend in question and .50) over (y) the dividendspaid by the Corporation on such Series B Dividend Payment Date, will be payable(if declared) to holders of record on the next succeeding Series B DividendPayment Date in addition to any other amounts payable on such date.

 

Inaddition, if any such amendment to the Code is enacted that reduces theDividends Received Percentage and such reduction retroactively applies to aSeries B Dividend Payment Date as to which the Corporation previously paiddividends on the Series B Preferred Stock (each a "Series B AffectedDividend Payment Date"), the Corporation will pay (if declared),additional dividends (the "Series B Additional Dividends") onthe next succeeding Series BDividend Payment Date (or if such amendment is enacted after thedividend payable on such Series B Dividend Payment Date has been declared, onthe second succeeding Series B Dividend Payment Date following the date ofenactment) to holders of record on such succeeding Series B Dividend PaymentDate in an amount equal to the excess of (x) the product of the dividends paidby the Corporation on each Series B Affected Dividend Payment Date and theSeries B DRD Formula (where the DRP used in the Series B DRD Formula would beequal to the greater of the Dividends Received Percentage and .50 applied toeach Series B Affected Dividend Payment Date) over (y) the dividends paid bythe Corporation on each Series B Affected Dividend Payment Date.

 

Notwithstandingthe foregoing, Series BAdditional Dividends will not be paid as a result of the enactment ofany amendment to the Code 18 months or more after the date of original issuanceof the Series B Preferred Stock which retroactively reduces the DividendsReceived Percentage, or if such amendment would not result in an adjustment dueto the Corporation having received either an opinion of counsel or tax rulingreferred to in the third preceding paragraph. The Corporation will make only one payment of Series B AdditionalDividends.

 

Inthe event that the amount of dividend payable per share of the Series BPreferred Stock will be adjusted pursuant to the Series B DRD Formulaand/or Series B Additional Dividends are to be paid, the Corporation willcause notice of each such adjustment and, if applicable, any Series BAdditional Dividends, to be sent to the holders of the Series B PreferredStock with the payment of dividends on the next Series B Dividend PaymentDate after the date of such adjustment.

 

(d)           Liquidation Preference.  In the event of any voluntary or involuntary liquidation,dissolution or winding up of the Corporation, the holders of shares of Series BPreferred Stock will be entitled to receive out of the assets of theCorporation available for distribution to stockholders, before any distributionof assets is made on the Corporation's Common Stock or any other class orseries of stock of the Corporation ranking junior to the Series B PreferredStock upon liquidation, liquidating distributions in the amount of $50 pershare, plus an amount equal to the sum of all accrued and unpaid dividendsincluding any increase in dividends payable due to changes in the DividendsReceived Percentage and  Series BAdditional Dividends (whether or not earned or declared) for the then currentdividend period and all dividend periods prior thereto.

 

(e)           Voting Rights. The holders of shares of Series B Preferred Stock will not be entitledto vote, except as set forth below or as expressly required by applicable law.

 

If the equivalent of sixquarterly dividends payable on the Series B Preferred Stock or any other classor series of preferred stock are in default, the number of directors of theCorporation will be increased by two (without duplication of any increase madepursuant to the terms of any other series of preferred stock of theCorporation), and the holders of the Series B Preferred Stock, voting as asingle class with the holders of shares of any other class of the Corporation'spreferred stock ranking on a parity with the Series B Preferred Stock either asto dividends or distribution of assets and upon which like voting rights havebeen conferred and are exercisable, will be entitled to elect such twodirectors to fill such newly-created directorships.  Such right shall continue until full cumulative dividends for allpast dividend periods on all preferred shares of the Corporation, including anyshares of the Series B Preferred Stock, have been paid or declared and setapart for payment.  Any such electeddirectors shall serve until the Corporation's next annual meeting ofstockholders (notwithstanding that prior to the end of such term the dividenddefault shall cease to exist) or until their respective successors shall beelected and qualify.

 

The affirmative vote orconsent of the holders of at least 66-2/3% of the outstanding shares of theSeries B Preferred Stock will be required for any amendment of the articles ofincorporation of the Corporation (or any certificate supplemental thereto)which will adversely affect the powers, preferences, privileges or rights of theSeries B Preferred Stock.  Theaffirmative vote or consent of the holders of at least 66-2/3% of theoutstanding shares of the Series B Preferred Stock and any other series of theCorporation's preferred stock ranking on a parity with the Series B PreferredStock either as to dividends or upon liquidation, voting as a single classwithout regard to series, will be required to issue, authorize or increase theauthorized amount of, or issue or authorize any obligation or securityconvertible into or evidencing a right to purchase, any additional class orseries of stock ranking prior to the Series B Preferred Stock as to dividendsor upon liquidation, or to reclassify any authorized stock of the Corporationinto such prior shares, but such vote will not be required for the Corporationto take any such actions with respect to any stock ranking on a parity with orjunior to the Series B Preferred Stock.

 

(g)           Redemption. Prior to January 15, 2003, the Series B Preferred Stock is notredeemable.  On or after such date, eachshare of Series B Preferred Stock will be redeemable, in whole or in part atthe option of the Corporation at any time and from time to time upon not lessthan thirty nor more than sixty days' notice, out of funds legally availabletherefor, at a redemption price of $50 per share, together in each case withaccrued and unpaid dividends (whether or not declared) to the date fixed forredemption including any increase in dividends payable due to changes in theDividends Received Percentage and Series B Additional Dividends.  If fewer than all the outstanding shares ofSeries B Preferred Stock are to be redeemed, the Corporation will select thoseto be redeemed by lot or pro rata or by any other method as may be determinedby the Board of Directors to be equitable.

 

In addition, if the holdersof the shares of the Series B Preferred Stock are entitled to vote upon orconsent to a merger or consolidation of the Corporation, and if the Corporationoffers to purchase all of the outstanding shares of the Series B PreferredStock (the "Series B Offer"), then each holder of Series BPreferred Stock who does not sell their shares of Series B Preferred Stockpursuant to the Series B Offer shall be deemed irrevocably to have voted orconsented all shares of Series B Preferred Stock owned by such holder in favorof the merger or consolidation of the Corporation without any further action bythe holder.  The Series B Offer shall beat a price of $50 per share, together with accrued and unpaid dividends, ifany, to the date fixed for redemption, including any increase in dividendspayable due to increases in the Dividends Received Percentage and Series BAdditional Dividends.  The Series BOffer must remain open for acceptance for a period of at least 30 days.

 

Holders of Series B PreferredStock will have no right to require redemption of the Series B Preferred Stock.

 

The Series B Preferred Stockis not subject to any mandatory redemption, sinking fund or other similarprovisions.

 

IN WITNESSWHEREOF, said Credit Suisse First Boston (USA), Inc. has caused thiscertificate to be signed by Lori M. Russo, its Secretary, this 5thday of November, 2001.

 
|   | CREDIT SUISSE FIRST BOSTON (USA), INC. |
|--------|----------------------------------------|
|   |
|   |
|   | By:                                    | /s/  Lori M. Russo |
|   |                                   | Name:  Lori M. Russo |
|   |                                   | Title:  Secretary |