Exhibit 4(i)


 


CERTIFICATE OF DESIGNATION

OF

7.00% SERIES B MANDATORY CONVERTIBLE PREFERRED SHARES

OF

UNITED STATES STEEL CORPORATION


 


Pursuant to Section 151 of the

General Corporation Law of the State of Delaware


 


UNITED STATES
STEEL CORPORATION, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”), does hereby
certify that the following resolution was duly adopted by the executive
committee of the Board of Directors of the Corporation (the “Board of
Directors”) at a meeting of the executive committee of the Board of Directors
held on February 4, 2003:


 


RESOLVED, that
pursuant to the authority conferred upon the Board of Directors by the
provisions of the Corporation’s Certificate of Incorporation, and by the Board
of Directors upon the executive committee of the Board of Directors, the
executive committee of the Board of Directors hereby creates a series of
5,750,000 shares of 7.00% Series B Mandatory Convertible Preferred Shares
without par value and hereby fixes the number, designation, relative rights,
preferences and limitations of the 7.00% Series B Mandatory Convertible
Preferred Shares as follows (certain capitalized terms being herein used as
defined in Section (10) below):


 


1.  Designation
and Number of Shares. Out of the 14,000,000 shares of preferred stock of
the Corporation authorized by the Certificate of Incorporation of the
Corporation, 5,750,000 shall be, and be designated as, 7.00% Series B Mandatory
Convertible Preferred Shares without par value (hereinafter referred to as this
“Series”).  The number of authorized
shares of this Series may be reduced by further resolution adopted by the Board
of Directors and by filing of a certificate pursuant to the provisions of the
General Corporation Law of the State of Delaware stating that such reduction
has been so authorized, but the number of authorized shares of this Series
shall not be increased.


 


2.  Ranking.
This Series shall rank, with respect to dividends and distributions upon the liquidation,
winding-up or dissolution of the Corporation (i) senior to (a) the Common
Stock, par value $1.00 per share, of the Corporation (the “Common Stock”) and
(b) to each other class or series of stock of the Corporation (including any
series of preferred stock established


 

















 


after February 4, 2003 by the
Board of Directors) the terms of which do not expressly provide that it ranks
senior to or on a parity with this Series as to dividends and distributions
upon the liquidation, winding-up or dissolution of the Corporation and (ii)
junior to any equity security, the terms of which expressly provide that such
class or series will rank senior to this Series as to dividends and
distributions upon liquidation, winding-up or dissolution of the Corporation.


 


3.  Dividends.


 


(i)  General.  The dividend rate on shares of this Series
shall be $3.50 per annum, provided that the initial dividend on this Series for
the dividend period commencing on February 10, 2003, to but excluding June 15,
2003, will be $1.206 per share, in each case subject to adjustment as provided
in Section 12(ii) hereof. Cumulative cash dividends shall be payable quarterly
when, as and if declared by the Board of Directors of the Corporation or a duly
authorized committee thereof, out of the assets of the Corporation legally
available therefor on the 15th calendar day (or the following business day if
the 15th is not a business day) of March, June, September and December (each
such date being referred to herein as a “Dividend Payment Date”), provided,
that the initial dividend shall be payable, if declared, on June 15, 2003. The
amount of dividends payable on each share of this Series for each quarterly
period thereafter shall be computed by dividing the annual dividend rate by
four. The amount of dividends payable for any other period that is shorter or
longer than a dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months.


 


A dividend
period is the period ending on the day before a Dividend Payment Date and
beginning on the preceding Dividend Payment Date or, if none, the date of
issue. Dividends payable, if declared, on a Dividend Payment Date shall be
payable to Holders (as defined below) of record as they appear on the stock
register of the Corporation on the record date, which shall be the close of
business on the first calendar day of the calendar month in which the
applicable Dividend Payment Date falls (each, a “Dividend Record Date”).


 


Dividends on
this Series shall be cumulative if the Corporation fails to declare or pay one
or more dividends on this Series in any amount, whether or not the earnings or
financial condition of the Corporation were sufficient to pay such dividends in
whole or in part.


 


Holders of
shares of this Series shall not be entitled to any dividend, whether payable in
cash, property or stock, in excess of the then applicable full dividends
calculated pursuant to this Section 3(i) (including accrued dividends, if any)
on shares of this Series. No interest or sum of money in lieu of interest shall
be payable in respect of any dividend or payment which may be in arrears.


 


Dividends in
arrears on this Series not declared for payment or paid on any Dividend Payment
Date may be declared by the Board of Directors of the Corporation or a duly
authorized committee thereof and paid on any date fixed by the Board of
Directors of the Corporation or a duly authorized committee thereof, whether or
not a Dividend Payment Date, to the Holders of record of the shares of this
Series, as they appear on the stock register of the Corporation on a record
date selected by the Board of Directors of the Corporation or a duly authorized
committee thereof, which shall be not more than 60 days prior to the date fixed
for such dividend payment.


 


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(ii)  Payment
Restrictions.  The Corporation may
not declare or pay any dividend or make any distribution of assets (other than
dividends paid or other distributions made in capital stock of the Corporation
ranking junior to this Series as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding-up and cash in
lieu of fractional shares in connection with any such dividend or distribution)
on, or redeem, purchase or otherwise acquire (except upon conversion or
exchange for capital stock of the Corporation ranking junior to this Series as
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding-up and cash in lieu of fractional shares in connection
with any such conversion or exchange), the Corporation’s Common Stock or any
other stock of the Corporation ranking junior to this Series as to the payment
of dividends and the distribution of assets upon liquidation, dissolution or
winding-up, unless all accrued and unpaid dividends on this Series for all
prior dividend periods have been or contemporaneously are declared and paid and
the full quarterly dividend on this Series for the current dividend period has
been or contemporaneously is declared and set apart for payment.


 


Whenever all
accrued and unpaid dividends on this Series for all prior dividend periods are
not paid in full, the Corporation may not redeem, purchase or otherwise acquire
(except upon conversion or exchange for capital stock of the Corporation
ranking junior to this Series as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding-up and cash in
lieu of fractional shares in connection with any such conversion or exchange),
other capital stock of the Corporation then outstanding ranking on a parity
with this Series as to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding-up, including this Series.


 


4.  Liquidation
Preference.


 


In the event
of any liquidation, dissolution or winding-up of the Corporation, the Holders
of shares of this Series shall be entitled to receive out of the assets of the
Corporation legally available for distribution to stockholders, before any
distribution of assets is made on the Common Stock of the Corporation or any
other class or series of stock of the Corporation ranking junior to this Series
as to the distribution of assets upon liquidation, dissolution or winding-up, a
liquidating distribution, in the amount of $50 per share, subject to adjustment
as provided in Section 12(ii) hereof, plus an amount equal to the sum of all
accrued and unpaid dividends (whether or not earned or declared) for the
portion of the then-current dividend period until the payment date and all
dividend periods prior thereto.


 


Neither the
sale nor transfer of all or substantially all of the property or business of
the Corporation, nor the merger or consolidation of the Corporation into or
with any other corporation, nor the merger or consolidation of any other
corporation into or with the Corporation shall constitute a liquidation,
dissolution or winding-up, for the purposes of the foregoing paragraph. After
the payment to the Holders of the shares of this Series of the full preferential
amounts provided for above, the Holders of the shares of this Series as such
shall have no right or claim to any of the remaining assets of the Corporation.


 


In the event
the assets of the Corporation available for distribution to the Holders of the shares
of this Series upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, shall be insufficient to pay in
full all amounts to which such


 


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Holders are entitled as
provided above, no such distribution shall be made on account of any other
stock of the Corporation ranking on a parity with this Series as to the
distribution of assets upon such liquidation, dissolution or winding-up, unless
a pro rata distribution is made on this Series and such other stock of the
Corporation, with the amount allocable to each series of such stock determined
on the basis of the aggregate liquidation preference of the outstanding shares
of each series and distributions to the shares of each series being made on a
pro rata basis.


 


5.  Voting
Rights.


 


(i)  The
Holders of shares of this Series shall have no voting rights, except as set
forth below or as expressly required by applicable law. In exercising any such
vote, each outstanding share of this Series shall be entitled to one vote.


 


(ii)  If
the equivalent of six quarterly dividends payable, whether consecutively or
not, on this Series or any other class or series of preferred stock ranking on
a parity with this Series as to the payment of dividends has not been paid, the
number of directors of the Corporation shall be increased by two (without
duplication of any increase, resulting from the same failure to pay dividends,
made pursuant to the terms of any other series of preferred stock of the
Corporation ranking on a parity with this Series as to payment of dividends and
which does not have a separate class vote and upon which like voting rights
have been conferred and are exercisable (this Series, together with such other
class or classes, the “Electing Preferred Shares”)), and the Holders of this
Series, voting as a single class with the holders of shares of any such other
class of preferred stock, shall have the exclusive right to vote for and to
elect such two directors at any meeting of stockholders of the Corporation at
which directors are to be elected held during the period such dividends remain
in arrears. Each class or series of preferred stock entitled to vote for the
additional directors shall have a number of votes proportionate to the
aggregate liquidation preference of its outstanding shares. Such voting right
shall continue until full cumulative dividends for all past dividend periods on
all such preferred stock of the Corporation, including any shares of this
Series, have been paid or declared and set apart for payment. Any such elected
directors shall serve until the Corporation’s next annual meeting of
stockholders (notwithstanding that prior to the end of such term the right to
elect directors shall cease to exist) or until their respective successors
shall be elected and qualify.


 


(iii)  Whenever
such exclusive voting right shall vest, it may be exercised initially either at
a special meeting of Holders of Electing Preferred Shares or at any annual
stockholders’ meeting, but thereafter it shall be exercised only at annual
stockholders’ meetings. Any director who shall have been elected by the Holders
of Electing Preferred Shares as a class pursuant to this Section 5 may be
removed at any time, either for or without cause by, and only by, the
affirmative votes of the Holders of record of a majority of the outstanding
shares of Electing Preferred Shares given at a special meeting of such
stockholders called for such purpose, and any vacancy created by such removal
may also be filled at such meeting. Any vacancy caused by the death or
resignation of a director who shall have been elected by the Holders of
Electing Preferred Shares as a class pursuant to this Section 5 may be filled
only by the Holders of outstanding Electing Preferred Shares at a meeting
called for such purpose.


 


Any meeting of
the Holders of outstanding Electing Preferred Shares entitled to vote as a
class for the election or removal of directors shall be held at the place at
which the last


 


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annual meeting of stockholders
was held. At such meeting, the presence in person or by proxy of the Holders of
a majority of the outstanding shares of all outstanding Electing Preferred
Shares shall be required to constitute a quorum; in the absence of a quorum, a
majority of the Holders present in person or by proxy shall have the power to
adjourn the meeting from time to time without notice, other than announcement
at the meeting, until a quorum shall be present.


 


(iv)  So
long as any shares of this Series is outstanding, the affirmative vote or
consent of the Holders of at least 66-2/3% of the outstanding shares of this
Series will be required for any amendment of the Certificate of Incorporation
of the Corporation (or any certificate supplemental thereto, including any
Certificate of Designation or any similar document relating to any series of
Preferred Stock) that will adversely affect the powers, preferences, privileges
or rights of this Series. The affirmative vote or consent of the Holders of at
least 66-2/3% of the outstanding shares of this Series and any other series of
the preferred stock of the Corporation ranking on a parity with this Series as
to payment of dividends and the distribution of assets upon liquidation,
dissolution or winding-up, voting as a single class without regard to series,
will be required (a) to issue, authorize or increase the authorized amount of,
or issue or authorize any obligation or security convertible into or evidencing
a right to purchase, any additional class or series of stock ranking prior to
this Series as to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding-up or (b) to reclassify any authorized
stock of the Corporation into any class or series of stock or any obligation or
security convertible into or evidencing a right to purchase such stock ranking
prior to this Series as to payment of dividends or the distribution of assets
upon liquidation, dissolution or winding-up; provided that such vote will not
be required for the Corporation to issue, authorize or increase the authorized
amount of, or issue or authorize any obligation or security convertible into or
evidencing a right to purchase, any stock ranking on a parity with or junior to
this Series as to payment of dividends and the distribution of assets upon
liquidation, dissolution or winding-up.


 


6.  Mandatory
Conversion.


 


(i)  Each
share of this Series will automatically convert (unless previously converted at
the option of the Holder in accordance with Section 7, or a Merger Early
Settlement has occurred in accordance with Section 8) on June 15, 2006 or any
New Conversion Date, if a Conversion Date Deferral has occurred in accordance
with Section 6(ii) (the “Conversion Date”), into a number of newly issued
shares of Common Stock equal to the Conversion Rate (as defined in Section 9
below). Dividends on the shares of this Series shall cease to accrue and such
shares of this Series shall cease to be outstanding on the Conversion Date. The
Corporation shall make such arrangements as it deems appropriate for the
issuance of certificates, if any, representing Common Stock, and for the
payment of cash in respect of accrued and unpaid dividends (whether or not
earned or declared) on this Series, if any, or cash in lieu of fractional
shares of Common Stock, if any, in exchange for and contingent upon surrender
of certificates representing the shares of this Series (if such shares are held
in certificated form). The Corporation may defer the payment of dividends on
the Common Stock issuable upon conversion of shares of this Series and the
voting thereof until, and make such payment and voting contingent upon, the
surrender of the certificates representing the shares of this Series, provided
that the Corporation shall give the Holders of the shares of this Series such
notice of any such actions as the Corporation deems appropriate and upon such
surrender such Holders shall be entitled to receive such dividends declared and
paid on such Common Stock subsequent


 


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to the Conversion Date. Amounts
payable in cash in respect of the shares of this Series or in respect of such
Common Stock shall not bear interest. Transfer or similar taxes in connection
with the issuance of Common Stock to any person other than the Holder will be
paid by the Holder.


 


(ii)  If
the Board of Directors of the Corporation makes a determination in good faith
that the payment in cash on June 15, 2006 in respect of all accrued and unpaid
dividends on this Series would breach any of the terms of, or constitute a
default under, the terms of the Corporation’s 10 3⁄4% Senior Notes due August 1,
2008 (the “Senior Notes”), the Conversion Date shall be deferred (a “Conversion
Date Deferral”) and the Corporation shall provide prompt notice of such
deferral to each Holder, but no earlier than 60 days before June 15, 2006.  The Corporation shall also deliver a copy of
such notice to the Transfer Agent. Each such notice shall contain the calculations
setting forth the Board of Directors’ determination as to the potential breach
or default of the Senior Notes. 
Subsequent to any Conversion Date Deferral, promptly after any
determination by the Board of Directors of the Corporation in good faith that
the payment of cash in respect of all accrued and unpaid dividends on this
Series would not breach any of the terms of, or constitute a default under, the
terms of the Senior Notes, the Board of Directors shall declare a new
conversion date (the “New Conversion Date”). 
Upon such declaration, the Corporation shall provide notice of the New
Conversion Date to each Holder at least 30 days but not more than 60 days
before the New Conversion Date.  The New
Conversion Date shall be the first Dividend Payment Date that is at least 30
days after the delivery of such notice. 
The Corporation shall also deliver a copy of such notice to the Transfer
Agent.  Delivery of notice of a Conversion
Date Deferral or the New Conversion Date may be satisfied by publishing such
notice in an Authorized Newspaper on a Business Day.  Notwithstanding any Conversion Date Deferral, dividends shall
continue to accrue on this Series until conversion.


 


7.  Early
Conversion at the Option of the Holder.


 


(i)  Shares
of this Series are convertible, in whole or in part, at the option of the
Holders thereof (“Optional Conversion”), at any time prior to the Conversion
Date, into shares of Common Stock at a rate of 3.1928 shares of Common Stock
for each share of this Series, subject to adjustment as set forth in Section
9(ii) below.


 


(ii)  Optional
Conversion of shares of this Series may be effected by delivering certificates
evidencing such shares (if such shares are held in certificated form), together
with written notice of conversion and a proper assignment of such certificates
to the Corporation or in blank (and, if applicable, payment of an amount equal
to the dividend payable on such shares), to the office of the Transfer Agent
(as defined below) for this Series or to any other office or agency maintained
by the Corporation for that purpose and otherwise in accordance with Optional
Conversion procedures established by the Corporation. Each Optional Conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which the foregoing requirements shall have been satisfied.


 


(iii)  Holders
of shares of this Series at the close of business on a Dividend Record Date
shall be entitled to receive the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the Optional Conversion of
such shares following such Dividend Record Rate and prior to such Dividend
Payment Date. However, shares of this Series


 


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surrendered for Optional
Conversion after the close of business on a Dividend Record Date and before the
opening of business on the next succeeding Dividend Payment Date must be
accompanied by payment in cash of an amount equal to the dividend payable on
such shares on such Dividend Payment Date. Except as provided above, upon any
Optional Conversion of shares of this Series, the Corporation shall make no
payment or allowance for unpaid preferred dividends, whether or not in arrears,
on such shares of this Series as to which Optional Conversion has been effected
or for dividends or distributions on the Common Stock issued upon such Optional
Conversion.


 


8.  Early
Conversion Upon Cash Merger.


 


(i)  In
the event of a merger or consolidation of the Corporation of the type described
in Section 9(iii) in which the shares of Common Stock outstanding immediately
prior to such merger or consolidation are exchanged for consideration
consisting of at least 30% cash or cash equivalents (any such event, a “Cash
Merger”), then the Corporation (or the successor to the Corporation hereunder)
shall be required to offer the Holder of each share of this Series the right to
convert shares of this Series prior to the Conversion Date (“Merger Early
Settlement”) as provided herein. On or before the fifth Business Day after the
consummation of a Cash Merger, the Corporation or, at the request and expense
of the Corporation, the Transfer Agent, shall give all Holders notice of the
occurrence of the Cash Merger and of the right of Merger Early Settlement
arising as a result thereof. The Corporation shall also deliver a copy of such
notice to the Transfer Agent. Each such notice shall contain:


 


(a)  the date, which shall be not less than 20 nor more than
30 calendar days after the date of such notice, on which the Merger Early
Settlement will be effected (the “Merger Early Settlement Date”);


 


(b)  the date, which shall be on or one Business Day prior to
the Merger Early Settlement Date, by which the Merger Early Settlement right
must be exercised;


 


(c)  the Conversion Rate in effect immediately before such
Cash Merger and the kind and amount of securities, cash and other property
receivable by the Holder upon conversion of shares of this Series pursuant to
Section 9(iii); and


 


(d)  the instructions a Holder must follow to exercise the
Merger Early Settlement right.


 


(ii)  To
exercise a Merger Early Settlement right, a Holder shall deliver to the
Transfer Agent at the Corporate Trust Office (as defined below) by 5:00 p.m.,
New York City time on or one Business Day before the date by which the Merger
Settlement right must be exercised as specified in the notice, the
certificate(s) (if such shares are held in certificated form) evidencing the
shares of this Series with respect to which the Merger Early Settlement right
is being exercised duly endorsed for transfer to the Corporation or in blank
with a written notice to the Corporation stating the Holder’s intention to
convert early in connection with the Cash Merger and providing the Corporation
with payment instructions.


 


(iii)  On
the Merger Early Settlement Date, the Corporation shall deliver or cause to be
delivered the net cash, securities and other property to be received by such
exercising


 


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Holder determined by assuming
the Holder had converted, immediately before the Cash Merger at the Conversion
Rate (as adjusted pursuant to Section 9(ii)), the shares of this Series for
which such Merger Early Settlement right was exercised into shares of Common
Stock. In the event a Merger Early Settlement right shall be exercised by a
Holder in accordance with the terms hereof, all references herein to Conversion
Date shall be deemed to refer to such Merger Early Settlement Date.


 


(iv)  Upon
a Merger Early Settlement, the Transfer Agent shall, in accordance with the
instructions provided by the Holder thereof on the notice provided to the
Corporation as set forth in paragraph (ii) above deliver to the Holder such net
cash, securities or other property issuable upon such Merger Early Settlement
together with payment in lieu of any fraction of a share, as provided herein.


 


(v)  In
the event that Merger Early Settlement is effected with respect to shares of
this Series representing less than all the shares of this Series held by a
Holder, upon such Merger Early Settlement the Corporation (or the successor to
the Corporation hereunder) shall execute and the Transfer Agent shall
authenticate, countersign and deliver to the Holder thereof, at the expense of
the Corporation, a certificate evidencing the shares as to which Merger Early
Settlement was not effected.


 


9.  Definition
of Conversion Rate; Anti-dilution Adjustments.


 


(i)  The
“Conversion Rate” is equal to (a) if the Average Market Price (as defined
below) is greater than or equal to $15.66 (the “Threshold Appreciation Price”),
3.1928 shares of Common Stock per share of this Series, (b) if the Average
Market Price is less than the Threshold Appreciation Price, but is greater than
$13.05, the number of shares of Common Stock per share of this Series that
equals $50 divided by the Average Market Price, and (c) if the Average Market
Price is equal to or less than $13.05, 3.8314 shares of Common Stock per share
of this Series, in each case subject to adjustment as provided in Section 9(ii)
(and in each case rounded upward or downward to the nearest 1/10,000th of a
share).


 


(ii)  Upon
the occurrence of any of the following events, (x) the formula for determining
the Conversion Rate, (y) the number of shares of Common Stock to be delivered
on an early conversion as set forth in Sections 7 or 8 and (z) the number of
shares of Common Stock to be delivered on mandatory conversion if there has
been a Conversion Date Deferral as set forth in Section 6(ii), shall each be
subject to the following adjustments (in the case of clauses (y) and (z), as
though references to the Conversion Rate were replaced with references to the
number of shares of Common Stock to be delivered on such conversion):


 


(a)  Stock Dividends. In case the Corporation shall
pay or make a dividend or other distribution on the shares of Common Stock in
Common Stock, the Conversion Rate, as in effect at the opening of business on
the day following the date fixed for the determination of stockholders entitled
to receive such dividend or other distribution shall be increased by dividing
such Conversion Rate by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall be the sum of such
number of shares and the total number of shares constituting such dividend or
other distribution,


 


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such increase
to become effective immediately after the opening of business on the day
following the date fixed for such determination.


 


(b)  Stock Purchase Rights. In case the Corporation
shall issue (other than pursuant to a dividend reinvestment, share purchase or
similar plan) rights, options or warrants to all holders of its Common Stock
(not being available on an equivalent basis to Holders of the shares of this
Series upon conversion) entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Current Market Price (as
defined below) per share of the Common Stock on the date fixed for the
determination of stockholders entitled to receive such rights, options or
warrants, the Conversion Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Conversion Rate by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding at the close of business on the date
fixed for such determination plus the number of shares of Common Stock which
the aggregate of the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would purchase at such Current
Market Price and the denominator of which shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination.


 


(c)  Stock Splits; Reverse Splits. In case outstanding
shares of Common Stock shall be subdivided or split into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon which such subdivision or split
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision, split or combination
becomes effective.


 


(d)  Debt or Asset Distributions.  (1)  In case the Corporation
shall, by dividend or otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness or assets (including securities, but excluding
any rights, options or warrants referred to in paragraph (b) of this Section
9(ii), any dividend or distribution paid exclusively in cash and any dividend,
shares of capital stock of any class or series, or similar equity interests, of
or relating to a subsidiary or other business unit in the case of a Spin-Off
referred to in the next subparagraph, or distribution referred to in paragraph
(a) of this Section 9(ii)), the Conversion Rate shall be increased by dividing
the Conversion Rate in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the Current Market
Price per share of the Common Stock on the date fixed for such determination
less the then fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed
with the Transfer Agent) of the portion of the assets or evidences of


 


9

















 


indebtedness
so distributed applicable to one share of Common Stock and the denominator of
which shall be such Current Market Price per share of Common Stock, such
adjustment to become effective immediately prior to the opening of business on
the day following the date fixed for the determination of stockholders entitled
to receive such distribution. In any case in which this subparagraph (d)(1) is applicable,
subparagraph (d)(2) of this Section 9(ii) shall not be applicable.


 


(2)  In the case of a Spin-Off, the Conversion Rate in effect
immediately before the close of business on the record date fixed for
determination of stockholders entitled to receive that distribution will be
increased by multiplying the Conversion Rate by a fraction, the numerator of
which is the Current Market Price per share of Common Stock plus the Fair
Market Value (as defined below) of the portion of those shares of Capital Stock
or similar equity interests so distributed applicable to one share of Common
Stock and the denominator of which is the Current Market Price per share of
Common Stock. Any adjustment to the Conversion Rate under this subparagraph
(d)(2) will occur at the earlier of (A) the tenth Trading Day from, and
including the effective date of, the Spin-Off and (B) the date of the
securities being offered in the Initial Public Offering of the Spin-Off, if
that Initial Public Offering is effected simultaneously with the Spin-Off.


 


(e)  Cash Distributions. In case the Corporation shall
(1) by dividend or otherwise, distribute to all holders of its Common Stock
cash (excluding any cash that is distributed in a Reorganization Event to which
Section 9(iii) applies or as part of a distribution referred to in paragraph
(d) of this Section 9(ii)) in an aggregate amount that combined together with
(2) the aggregate amount of any other distributions to all holders of its
Common Stock made exclusively in cash within the 12 months preceding the date
of payment of such distribution and in respect of which no adjustment pursuant
to this paragraph (e) or paragraph (f) of this Section 9(ii) has been made and
(3) the aggregate of any such cash plus the fair market value, as of the date
of the expiration of the tender or exchange offer referred to below (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution), of the consideration payable in respect
of any tender or exchange offer by the Corporation or any of its subsidiaries
for all or any portion of the Common Stock concluded within the 12 months
preceding the date of payment of the distribution described in clause (1) of
this paragraph (e) and in respect of which no adjustment pursuant to this
paragraph (e) or paragraph (f) of this Section 9(ii) has been made, exceeds 15%
of the product of the Current Market Price (as defined below) per share of
Common Stock on the date for the determination of Holders of Common Stock entitled
to receive such distribution times the number of shares of Common Stock
outstanding on such date, then and in each such case, immediately after the
close of business on such date for determination, the Conversion Rate shall be
increased so that the same shall equal the rate determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the
date fixed for determination of the stockholders entitled to receive such
distribution by a fraction (A) the numerator of which shall be equal to the
Current Market Price per share of Common Stock on the date fixed for such
determination less an amount equal to the quotient of (x) the combined amount
distributed or payable in the transactions described in clauses (1), (2) and
(3) of this paragraph (e) and (y) the number of shares of Common Stock
outstanding on such date for determination and (B) the denominator of which
shall be


 


10

















 


equal to the
Current Market Price per share of Common Stock on such date for determination.


 


(f)  Tender Offers. In case (1) a tender or exchange
offer made by the Corporation or any subsidiary of the Corporation for all or
any portion of the Common Stock shall expire and such tender or exchange offer
(as amended upon the expiration thereof) shall require the payment to holders
(based on the acceptance (up to any maximum specified in the terms of the
tender or exchange offer) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in a Board
Resolution) that combined together with (2) the aggregate of such payment plus
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution), as of
the expiration of such tender or exchange offer, of consideration payable in
respect of any other tender or exchange offer by the Corporation or any
subsidiary of the Corporation for all or any portion of the Common Stock
expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (e)
of this Section 9(ii) or this paragraph (f) has been made and (3) the aggregate
amount of any distributions to all Holders of the Corporation’s Common Stock
made exclusively in cash within the 12 months preceding the expiration of such
tender or exchange offer and in respect of which no adjustment pursuant to
paragraph (e) of this Section 9(ii) or this paragraph (f) has been made,
exceeds 15% of the product of the Current Market Price per share of Common
Stock as of the last time (the “Expiration Time”) tenders could have been made
pursuant to such tender or exchange offer (as it may be amended) times the
number of shares of Common Stock outstanding (including any tendered shares) on
the Expiration Time, then, and in each such case, immediately prior to the
opening of business on the day after the date of the Expiration Time, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate immediately prior to the close of
business on the date of the Expiration Time by a fraction (A) the numerator of which
shall be equal to (x) the product of (I) the Current Market Price per share of
Common Stock on the date of the Expiration Time and (II) the number of shares
of Common Stock outstanding (including any tendered shares) on the Expiration
Time less (y) the amount of cash plus the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
transactions described in clauses (1), (2) and (3) of this paragraph (f)
(assuming in the case of clause (1) the acceptance, up to any maximum specified
in the terms of the tender or exchange offer, of Purchased Shares), and (B) the
denominator of which shall be equal to the product of (x) the Current Market
Price per share of Common Stock as of the Expiration Time and (y) the number of
shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not
withdrawn as of the Expiration Time (the shares deemed so accepted, up to any
such maximum, being referred to as the “Purchased Shares”).


 


(g)  Reclassification. The reclassification of Common
Stock into securities including securities other than Common Stock (other than
any reclassification upon a Reorganization Event to which Section 9(iii) applies)
shall be deemed to involve (1) a distribution of such securities other than
Common Stock to all Holders of Common Stock


 


11

















 


(and the
effective date of such reclassification shall be deemed to be “the date fixed
for the determination of stockholders entitled to receive such distribution”
and the “date fixed for such determination” within the meaning of paragraph (d)
of this Section 9(ii)), and (2) a subdivision, split or combination, as the
case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be “the day upon which such subdivision or
split becomes effective” or “the day upon which such combination becomes
effective,” as the case may be, and “the day upon which such subdivision, split
or combination becomes effective” within the meaning of paragraph (c) of this
Section 9(ii)).


 


(h)  Calculation of Adjustments. All adjustments to
the Conversion Rate shall be calculated to the nearest 1/10,000th of a share of
Common Stock (or if there is not a nearest 1/10,000th of a share to the next
lower 1/10,000th of a share). No adjustment in the 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
subparagraph are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. If an adjustment is made to the
Conversion Rate pursuant to paragraph (a), (b), (c), (d), (e), (f), (g) or (i)
of this Section 9(ii), an adjustment shall also be made to the Average Market
Price solely to determine which of clauses (a), (b) or (c) of the definition of
Conversion Rate will apply on the Conversion Date. Such adjustment shall be
made by multiplying the Average Market Price by a fraction, the numerator of
which shall be the Conversion Rate immediately after such adjustment pursuant
to paragraph (a), (b), (c) (d), (e), (f), (g) or (i) of this Section 9(ii) and
the denominator of which shall be the Conversion Rate immediately before such
adjustment; provided, that if such adjustment to the Conversion Rate is
required to be made pursuant to the occurrence of any of the events
contemplated by paragraph (a), (b), (c), (d), (e), (f) or (g) of this Section
9(ii) during the period taken into consideration for determining the Average
Market Price, appropriate and customary adjustments shall be made to the
Conversion Rate.


 


(i)  Increase of Conversion Rate. The Corporation may
make such increases in the Conversion Rate, in addition to those required by
this Section 9(ii), as it considers to be advisable in order to avoid or
diminish any income tax to any Holders of Common Stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons. The Corporation shall have the power to resolve any
ambiguity or correct any error in this Section 9(ii) and its action in so
doing, as evidenced by a resolution of the Board of Directors, shall be final
and conclusive.


 


(j)  Notice of Adjustment. Whenever the Conversion
Rate is adjusted in accordance with Section 9(ii), the Corporation shall: (i)
forthwith compute the Conversion Rate in accordance with Section 9(ii), and
prepare and transmit to the Transfer Agent an Officer’s Certificate setting
forth the Conversion Rate, the method of calculation thereof in reasonable
detail, and the facts requiring such adjustment and upon which such adjustment
is based; and (ii) as soon as practicable following the occurrence of an event
that requires an adjustment to the Conversion Rate pursuant to Sections 9(ii)


 


12

















 


(or if the
Corporation is not aware of such occurrence, as soon as practicable after
becoming so aware) provide a written notice to the Holders of this Series of
the occurrence of such event and a statement setting forth in reasonable detail
the method by which the adjustment to the Conversion Rate was determined and
setting forth the adjusted Conversion Rate.


 


(iii)  In
the event of:


 


(a)  any consolidation or merger of the Corporation with or
into another person (other than a merger or consolidation in which the
Corporation is the surviving corporation and in which the Common Stock
outstanding immediately prior to the merger or consolidation is not exchanged
for cash, securities or other property of the Corporation or another
corporation); or


 


(b)  any sale, transfer, lease or conveyance to another
person of the property of the Corporation as an entirety or substantially as an
entirety; or


 


(c)  any statutory exchange of securities of the Corporation
with another person (other than in connection with a merger or acquisition)
(any such event, a “Reorganization Event”):


 


each share of this Series
outstanding immediately prior to such Reorganization Event shall, after such
Reorganization Event, be convertible solely into the kind and amount of
securities, cash and other property receivable in such Reorganization Event
(without any interest thereon, and without any right to dividends or
distribution thereon that have a record date that is prior to the Conversion
Date) by a holder of the number of shares of Common Stock (including fractional
shares for this purpose) into which such share of this Series (x) might have
been converted immediately prior to such Reorganization Event pursuant to
Section 7(i), in the case of any conversion of a share of this Series at the
option of the Holder thereof, or (y) would have been converted pursuant to
Section 6(i) if the Conversion Date had occurred immediately prior to such
Reorganization Event, in the case of the mandatory conversion of a share of
this Series on the Conversion Date, assuming in each case that such holder of
such shares of Common Stock (1) is not a person with which the Corporation consolidated
or into which the Corporation merged or which merged into the Corporation or to
which such sale or transfer was made, as the case may be (any such person, a
“Constituent Person”), or an Affiliate (as defined below) of a Constituent
Person to the extent such Reorganization Event provides for different treatment
of Common Stock held by Affiliates of the Corporation and non-Affiliates, and
(2) failed to exercise his rights of election, if any, as to the kind or amount
of securities, cash and other property receivable upon such Reorganization
Event (provided that if the kind or amount of securities, cash and other
property receivable upon such Reorganization Event is not the same for each
share of Common Stock held immediately prior to such Reorganization Event by
other than a Constituent Person or an Affiliate thereof and in respect of which
such rights of election shall not have been exercised (“Non-electing Share”),
then for the purpose of this Section 9(iii) the kind and amount of securities,
cash and other property receivable upon such Reorganization Event by each
Non-electing Share shall be deemed to be the kind and amount so receivable per
share by a plurality of the Non-electing Shares).


 


13

















 


In the event
of such a Reorganization Event, the person formed by such consolidation, merger
or exchange or the person which acquires the assets of the Corporation shall
execute and deliver to the Transfer Agent an agreement supplemental hereto
providing that the Holder of each share of this Series shall have the rights
provided by this Section 9(iii). Such supplemental agreement shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 9. The above provisions of this
Section 9(iii) shall similarly apply to successive Reorganization Events.


 


10.  Definitions.


 


(i)  “Affiliate”
has the same meaning as given to that term in Rule 405 of the Securities Act of
1933, as amended, or any successor rule thereunder.


 


(ii)  “Authorized
Newspaper” means a newspaper customarily published at least once a day for at
least five days in each calendar week and of general circulation in New York
City.  Such publication (which may be in
different newspapers) is expected to be made in the Eastern edition of The Wall
Street Journal.


 


(iii)  The
“Average Market Price” means the average of the Closing Prices (as defined
below) per share of the Common Stock on each of the 20 consecutive Trading Days
(as defined below) ending on the third Trading Day immediately preceding (a)
June 15, 2006 or, if earlier, the date immediately prior to a Reorganization
Event with respect to a conversion pursuant to Section 6 or (b) the date
immediately prior to a Cash Merger with respect to a conversion pursuant to
Section 8.


 


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


 


(v)  The
“Closing Price” of the Common Stock or any securities distributed in a
Spin-Off, as the case may be, on any date of determination means the closing
sale price (or, if no closing price is reported the last reported sale price)
per share on the New York Stock Exchange (“NYSE”) on such date or, if such
security is not quoted for trading on NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange on
which such security is so listed or quoted, or if such security is not so
listed or quoted on a United States national or regional securities exchange,
as reported by NYSE, or, if such security is not so reported, the last quoted
bid price for the such security in the over-the-counter market as reported by
the National Quotation Bureau or similar organization, or, if such bid price is
not available, the market value of such security on such date as determined by
a nationally recognized independent investment banking firm retained for this
purpose by the Corporation.


 


(vi)  “Corporate
Trust Office” means the principal corporate trust office of the Transfer Agent
at which, at any particular time, its corporate trust business shall be
administered.


 


(vii)  “Current
Market Price” means (a) on any day the average of the Closing Prices for the
five consecutive Trading Days preceding the earlier of the day preceding the
day in question and the day before the “ex date” with respect to the issuance
or distribution requiring


 


14

















 


computation, (b) in the case of
any Spin-Off that is effected simultaneously with an Initial Public Offering of
the securities being distributed in the Spin-Off, the Closing Price of the
Common Stock on the Trading Day on which the initial public offering price of
the securities being distributed in the Spin-Off is determined, and (c) in the
case of any other Spin-Off, the average of the Closing Prices of the Common
Stock over the first 10 Trading Days after the effective date of such Spin-Off.
For purposes of this paragraph, the term “ex date,” when used with respect to
any issuance or distribution, shall mean the first date on which the Common
Stock trades regular way on such exchange or in such market without the right
to receive such issuance or distribution.


 


(viii)  “Fair
Market Value” means (a) in the case of any Spin-Off that is effected
simultaneously with an Initial Public Offering of such securities, the initial
public offering price of those securities, and (b) in the case of any other
Spin-Off, the average of the Closing Prices of those securities over the first
10 Trading Days after the effective date of such Spin-Off.


 


(ix)  “Holder”
means the person in whose name any shares of this Series are registered in the
books and records of the Corporation.


 


(x)  “Initial
Public Offering” means the first time securities of the same class or type as
the securities being distributed in the Spin-Off are offered to the public for
cash.


 


(xi)  “Spin-Off”
means a dividend or other distribution of shares of capital stock of any class
or series, or similar equity interests, of or relating to a subsidiary or other
business unit of the Corporation.


 


(xii)  “Trading
Day” means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has 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 Stock.


 


(xiii)  “Transfer
Agent” shall be the Shareholder Services Division of the Corporation unless and
until a successor is selected by the Corporation, and then such successor.


 


11.  Fractional
Shares.


 


No fractional
Common Stock shall be issued upon the conversion of any shares of this Series.
In lieu of any fraction of a share of Common Stock that would otherwise be
issuable in respect of the aggregate number of shares of this Series
surrendered by the same Holder upon a conversion as described in Sections 7(i),
8 or 9(i), such Holder shall have the right to receive an amount in cash
(computed to the nearest cent) equal to the same fraction of (a) in the case of
Section 9(i), the Current Market Price or (b) in the case of Sections 7(i) or
8, the Closing Price of the Common Stock determined as of the second Trading
Day immediately preceding the effective date of conversion.


 


15

















 


12.  Miscellaneous.


 


(i)  Procedures
for conversion of shares of this Series, in accordance with Sections 6, 7 or 8,
not held in certificated form will be governed by arrangements among the
depositary, participants and persons that may hold beneficial interests through
participants designed to permit conversion without the physical movement of
certificates. Payments, transfers, deliveries, exchanges and other matters
relating to beneficial interests in global security certificates may be subject
to various policies and procedures adopted by the depositary from time to time.


 


(ii)  The
liquidation preference and the annual dividend rate set forth herein, each
shall be subject to equitable adjustment whenever there shall occur a stock
split, combination, reclassification or other similar event involving this
Series. Such adjustments shall be determined in good faith by the Board of
Directors and submitted by the Board of Directors to the Transfer Agent.


 


(iii)  For
the purposes of Section 9, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Corporation
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock. The Corporation will not pay any
dividend or make any distribution with respect to shares held in treasury.


 


(iv)  If
the Corporation shall take any action affecting the Common Stock, other than
action described in Section 9, that in the opinion of the Board of Directors would
materially adversely affect the conversion rights of the Holders of the shares
of this Series, then (x) the Conversion Rate, (y) the number of shares of
Common Stock to be delivered on an early conversion as set forth in Sections 7
or 8 and/or (z) the number of shares of Common Stock to be delivered on
mandatory conversion if there has been a Conversion Date Deferral as set forth
in Section 6(ii) may each be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances.


 


(v)  The
Corporation covenants that it will at all times reserve and keep available,
free from preemptive rights, out of the aggregate of its authorized but
unissued Common Stock for the purpose of effecting conversion of this Series,
the full number of shares of Common Stock deliverable upon the conversion of
all outstanding shares of this Series not theretofore converted. For purposes
of this Section 12(v), the number of shares of Common Stock that shall be
deliverable upon the conversion of all outstanding shares of this Series shall
be computed as if at the time of computation all such outstanding shares were
held by a single Holder.


 


(vi)  The
Corporation covenants that any shares of Common Stock issued upon conversion of
shares of this Series shall be validly issued, fully paid and non-assessable.


 


(vii)  The
Corporation shall endeavor to list the shares of Common Stock required to be
delivered upon conversion of shares of this Series, prior to such delivery,
upon each national securities exchange or quotation system, if any, upon which
the outstanding shares of Common Stock are listed at the time of such delivery.


 


(viii)  The
Corporation will pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of shares of Common Stock or
other securities or property on conversion of shares of this Series pursuant
thereto; provided, however,


 


16

















 


that the Corporation shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issue or delivery of shares of Common Stock or other securities
or property in a name other than that of the Holder of this Series to be
converted and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the Corporation the amount
of any such tax or established, to the reasonable satisfaction of the
Corporation, that such tax has been paid.


 


(ix)  This
Series is not redeemable.


 


(x)  All
shares of this Series shall be deemed outstanding, except from the date of
registration of transfer, all shares of this Series held of record by the
Corporation or any subsidiary of the Corporation.


 


(xi)  Whenever
possible, each provision hereof shall be interpreted in a manner as to be
effective and valid under applicable law, but if any provision hereof is held
to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating or
otherwise adversely affecting the remaining provisions hereof. If a court of
competent jurisdiction should determine that a provision hereof would be valid
or enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid
under applicable law.


 


(xii)  This
Series may be issued in fractions of a share which shall entitle the Holder, in
proportion to such Holder’s fractional shares, to exercise voting rights,
receive dividends, participate in distributions and have the benefit of all
other rights of Holders of this Series.


 


(xiii)  Subject
to applicable escheat laws, any monies set aside by the Corporation in respect
of any payment with respect to shares of this Series, or dividends thereon, and
unclaimed at the end of two years from the date upon which such payment is due
and payable shall revert to the general funds of the Corporation, after which
reversion the Holders of such shares shall look only to the general funds of
the Corporation for the payment thereof. Any interest accrued on funds so
deposited shall be paid to the Corporation from time to time.


 


(xiv)  Except
as may otherwise be required by law, the shares of this Series shall not have
any voting powers, preferences and relative, participating, optional or other
special rights, other than those specifically set forth in this Certificate of
Designation.


 


(xv)  The
headings of the various subdivisions hereof are for convenience of reference
only and shall not affect the interpretation of any of the provisions hereof.


 


(xvi)  If
any of the voting powers, preferences and relative participating, optional and
other special rights of this Series and qualifications, limitations and
restrictions thereof set forth herein is invalid, unlawful or incapable of
being enforced by reason of any rule of law or public policy, all other voting
powers, preferences and relative participating, optional and other special
rights of this Series and qualifications, limitations and restrictions thereof
set forth herein that can be given effect without the invalid, unlawful or unenforceable
voting powers, preferences and relative participating, optional and other
special rights of this Series and


 


17

















 


qualifications, limitations and
restrictions thereof shall, nevertheless, remain in full force and effect, and
no voting powers, preferences and relative participating, optional or other
special rights of this Series and qualifications, limitations and restrictions
thereof herein set forth shall be deemed dependent upon any other such voting
powers, preferences and relative participating, optional or other special
rights of this Series and qualifications limitations and restrictions thereof
unless so expressed herein.


 


(xvii)  Shares
of this Series that have been issued and reacquired in any manner, including
shares purchased or exchanged or converted, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized
but unissued shares of preferred stock of the Corporation undesignated as to
series and may be designated or redesignated and issued or reissued, as the
case may be, as part of any series of preferred stock of the Corporation,
provided that any issuance of such shares as this Series must be in compliance
with the terms hereof.


 


(xviii)  If
any certificates of shares of this Series shall be mutilated, lost, stolen or
destroyed, the Corporation shall issue, in exchange and in substitution for and
upon cancellation of the mutilated certificates of shares of this Series, or in
lieu of and substitution for certificates of this Series lost, stolen or
destroyed, a new certificate of this Series and of like tenor and representing
an equivalent amount of shares of this Series, but only upon receipt of
evidence of such loss, theft or destruction of such certificate of this Series
and indemnity, if requested, satisfactory to the Corporation and the Transfer
Agent. The Corporation is not required to issue any certificates representing
shares of this Series on or after the Conversion Date. In place of the delivery
of a replacement certificate following the Conversion Date, the Transfer Agent,
upon delivery of the evidence and indemnity described above, will deliver
shares of Common Stock pursuant to the terms of this Series evidenced by the
certificate.


 


IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Designation to be
signed in its name and on its behalf as of this 6th day of February, 2003 by a
duly authorized officer of the Corporation.


 


	
   

  	
  UNITED
  STATES STEEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gretchen
  R. Haggerty

  	
   

  
	
   

  	
  By: G. R.
  Haggerty

  
	
   

  	
  Title:
  Senior Vice President & Treasurer

  



 


18