1

 
     “Agent Members” shall have the meaning given to it in Section 11(a)(ii).     “Board of Directors” shall mean the Board of Directors of the Corporation or, with respect toany action to be taken by the Board of Directors, any committee (special or otherwise) of the Boardof Directors duly authorized to take such action.     “Business Day” shall mean any day other than a Saturday, Sunday or other day on whichcommercial banks in The City of New York are authorized or required by law or executive order toclose.     “Certificate of Designation” means this certificate of designation designating the PreferredStock.     “Certificated Preferred Stock” shall have the meaning given to it in Section 4(f).     “Common Equity” of any Person means capital stock of such Person that is generally entitled to(i) vote in the election of directors of such Person or (ii) if such Person is not a corporation,vote or otherwise participate in the selection of the governing body, partners, managers or othersthat will control the management or policies of such Person.     “Common Stock” shall mean the common stock, par value $0.01 per share, of the Corporation, orany other class of stock resulting from successive changes or reclassifications of such commonstock consisting solely of changes in par value, or from par value to no par value, or as a resultof a subdivision, combination or merger, consolidation or similar transaction in which theCorporation is a constituent corporation.     “Continuing Director” means a director who either was a member of the Board of Directors onNovember 9, 2004 or who becomes a member of the Board of Directors subsequent to that date andwhose appointment, election or nomination for election by the Corporation’s shareholders is dulyapproved by a majority of the Continuing Directors on the Board of Directors at the time of suchapproval, either by a specific vote or by approval of the proxy statement issued by the Corporationon behalf of the Board of Directors in which such individual is named as nominee for director.     “Conversion Agent” means the office or agency designated by the Corporation where PreferredStock may be presented for conversion. Initially, the Conversion Agent shall be the Corporationlocated at One Energy Plaza, Jackson, Michigan 49201.     “Conversion Date” shall have the meaning given to it in Section 7(b).     “Conversion Notice” shall have the meaning given to it in Section 7(a).     “Conversion Price” shall mean $9.893 per share of Common Stock.     “Conversion Rate” shall mean the number of shares of Common Stock issuable upon conversion ofa share of Preferred Stock per Liquidation Preference, subject to adjustment as herein set forth.The initial Conversion Rate is 5.0541 shares of Common Stock issuable upon conversion of a share ofPreferred Stock per Liquidation Preference.     “Conversion Value” shall have the meaning given to it in Section 7(m)(i).     “Corporation Notice” shall have the meaning given to it in Section 4(e).     “Corporation Notice Date” shall have the meaning given to it in Section 4(e).     “Determination Date” shall have the meaning given to it in Section 7(m).     “Distributed Assets or Securities” shall have the meaning given to it in Section 7(f)(iii).
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     “Dividend Adjustment Amount” shall have the meaning given to it in Section 7(f)(iv)(B).     “Dividend Payment Date” shall mean March 1, June 1, September 1 and December 1 of each year,commencing March 1, 2005.     “Dividend Rate” shall have the meaning given to it in Section 3(a).     “Dividend Record Date” shall mean February 15, May 15, August 15 and November 15 of each year.     “DTC” or “Depository” means The Depository Trust Company.     “Effective Date” shall have the meaning given to it in Section 7(a)(iii).     “Equity Interests” means any capital stock, partnership, joint venture, member or limitedliability or unlimited liability company interest, beneficial interest in a trust or similar entityor other equity interest or investment of whatever nature.     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.     “Fair Market Value” means the amount which a willing buyer would pay a willing seller in anarm’s length transaction.     A “Fundamental Change” shall be deemed to have occurred at such time after the originalissuance of the Preferred Stock that any of the following occurs: (i) the Common Stock or othercapital stock into which the Preferred Stock is convertible is neither listed for trading on aUnited States national securities exchange nor approved for trading on the NASDAQ National Marketor another established automated over-the-counter trading market in the United States; (ii) a“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than theCorporation, any subsidiary of the Corporation or any employee benefit plan of the Corporation orany such subsidiary, files a Schedule TO (or any other schedule, form or report under the ExchangeAct) disclosing that such person or group has become the direct or indirect ultimate “beneficialowner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that a personor group shall be deemed to have “beneficial ownership” of all shares that such Person or group hasthe right to acquire whether such right is exercisable immediately or only after the passage oftime) of Common Equity of the Corporation representing more than 50% of the voting power of theCorporation’s Common Equity; (iii) consummation of any share exchange, consolidation or merger ofthe Corporation pursuant to which the Common Stock will be converted into cash, securities or otherproperty or any sale, lease or other transfer (inone transaction or a series of transactions) of all or substantially all of the consolidatedassets of the Corporation and its subsidiaries, taken as a whole, to any Person (other than theCorporation or one or more of the Corporation’s subsidiaries); *provided*, *however*, that atransaction where the holders of the Corporation’s Common Equity immediately prior to suchtransaction own, directly or indirectly, more than 50% of the aggregate voting power of all classesof Common Equity of the continuing or surviving corporation or transferee immediately after suchevent shall not be a Fundamental Change; or (iv) Continuing Directors cease to constitute at leasta majority of the Board of Directors; *provided*, *however*, that a Fundamental Change shall not bedeemed to have occurred in respect of any of the foregoing if either (1) the Last Reported SalePrice of Common Stock for any five Trading Days within the ten consecutive Trading Days endingimmediately before the later of the Fundamental Change or the public announcement thereof equals orexceeds 105% of the applicable Conversion Price of the Preferred Stock in effect immediately beforethe Fundamental Change or the public announcement thereof or (2) at least 90% of the consideration(excluding cash payments for fractional shares) in the transaction or transactions constituting theFundamental Change consists of shares of capital stock traded on a national securities exchange orquoted on the NASDAQ National Market (or which shall be so traded or quoted when issued orexchanged in connection with such Fundamental Change) (such securities being referred to as“Publicly Traded
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Securities”) and as a result of such transaction or transactions the Preferred Stock becomesconvertible into such Publicly Traded Securities (excluding cash payments for fractional shares).     “Fundamental Change Purchase Date” shall have the meaning given to it in Section 4(a).     “Fundamental Change Purchase Notice” shall have the meaning given to it in Section 4(c).     “Fundamental Change Purchase Price” shall have the meaning given to it in Section 4(a).     “Global Preferred Stock” shall have the meaning given to it in Section 11(a)(i).     “Holder” or “holder” shall mean a holder of record of the Preferred Stock.     “Issue Date” shall mean December 15, 2004, the original date of issuance of the Preferred Stock.     “Junior Stock” shall mean all classes of common stock of the Corporation and each other classof capital stock or series of preferred stock established after the Issue Date, by the Board ofDirectors, the terms of which do not expressly provide that such class or series ranks senior to oron parity with the Preferred Stock as to dividend rights or rights upon the liquidation, winding-upor dissolution of the Corporation.     “Last Reported Sale Price” of the applicable security on any date means the closing sale priceper share (or, if no closing sale price is reported, the average of the bid and ask prices or, ifmore than one in either case, the average of the average bid and the average ask prices) on thatdate as reported in composite transactions for the principal U.S. securities exchange on which theapplicable security is traded or, if the applicable security is not listed on a U.S. national orregional securities exchange, as reported by the NASDAQ National Market. If the applicable securityis not listed for trading on a U.S. national or regional securities exchange and not reported bythe NASDAQ National Market on the relevant date, the Last Reported Sale Price shall be the lastquoted bid price for the applicable security in the over-the-counter market on the relevant date asreported by the National Quotation Bureau or similar organization. If the applicable security isnot so quoted, the Last Reported Sale Price will be the average of the mid-point of the last bidand ask prices for the applicable security on the relevant date from each of at least threenationally recognized independent investment banking firms selected by the Corporation for thispurpose.     “Liquidation Preference” shall mean, with respect to each share of Preferred Stock, $50.00.     “Mandatory Conversion Date” shall have the meaning given to it in Section 8(b).     “Market Price” means the average of the Last Reported Sales Price per share of Common Stockfor the 20 Trading Day period ending on the applicable date of determination (if the applicabledate of determination is a Trading Day or, if not, then on the last Trading Day prior to suchapplicable date of determination),appropriately adjusted to take into account the occurrence, during the period commencing onthe first of the Trading Days during such 20 Trading Day period and ending on the applicable dateof determination, of any event that would result in an adjustment of the Conversion Rate under thisCertificate of Designation.     “Market Value” shall mean the average closing price of the Common Stock for a five consecutiveTrading Day period on the NYSE (or such other national securities exchange or automated quotationsystem on which the Common Stock is then listed or authorized for quotation or, if the Common Stockis not so listed or authorized for quotation, an amount determined in good faith by the Board ofDirectors to be the fair value of the Common Stock).     “Maximum Conversion Rate” shall have the meaning given to it in Section 7(f)(xi).     “Net Shares” shall have the meaning given to it in Section 7(m)(ii)(B).
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     “Net Share Amount” shall have the meaning given to it in Section 7(m)(ii)(B).     “NYSE” shall mean the New York Stock Exchange, Inc.     “Officer” means the Chairman of the Board of Directors, the President, any Vice President, theTreasurer, the Secretary or any Assistant Secretary of the Corporation.     “Officers’ Certificate” means a certificate signed by two Officers.     “Opinion of Counsel’ means a written opinion from legal counsel who is acceptable to theTransfer Agent. The counsel may be an employee of or counsel to the Corporation or the TransferAgent.     “Original Preferred Stock” shall have the meaning given to it in Section 3(a).     “Parity Stock” shall mean any class of capital stock or series of preferred stock establishedas of or after the Issue Date by the Board of Directors, the terms of which expressly provide thatsuch class or series will rank on parity with the Preferred Stock as to dividend rights or rightsupon the liquidation, winding-up or dissolution of the Corporation.     “Paying Agent” means any Person authorized by the Corporation to pay the dividends orFundamental Change Purchase Price on any of the shares of Preferred Stock on behalf of theCorporation. Initially, the Paying Agent shall be the Corporation.     “Person” shall mean any individual, corporation, general partnership, limited partnership,limited liability partnership, joint venture, association, joint-stock company, trust, limitedliability company, unincorporated organization or government or any agency or political subdivisionthereof.     “Pre-Dividend Sale Price” shall have the meaning given to it in Section 7(f)(iv)(A).     “Principal Return” shall have the meaning given to it in Section 7(m)(ii)(A).     “Public AcquirerChange of Control” shall have the meaning given to it in Section 7(f)(vii).     “Public AcquirerCommon Stock” shall have the meaning given to it in Section 7(f)(vii).     “Registration Default”shall have the meaning given to it in Section 3(b).     “Registration Rights Agreement” means the Registration Rights Agreement dated as of December5, 2003, among the Corporation, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner &Smith Incorporated and the certain other initial purchasers of the Original Preferred Stock.     “SEC” or “Commission” shall mean the Securities and Exchange Commission.     “Securities Act” means the Securities Act of 1933, as amended.     “Security Register” means the security register recording the holders of Preferred Stock keptat the offices of the Corporation.     “Security Registrar” shall be the Person holding the Security Register, and the Corporationwill initially be designated as the Security Registrar.
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     “Senior Stock” shall mean each class of capital stock or series of preferred stock establishedafter the Issue Date by the Board of Directors, the terms of which expressly provide that suchclass or series will rank senior to the Preferred Stock as to dividend rights or rights upon theliquidation, winding-up or dissolution of the Corporation.     “Share Price” means the price per share of Common Stock paid in connection with a corporatetransaction described in Section 7(m)(v) hereof, which shall be equal to (i) if holders of CommonStock receive only cash in such corporate transaction, the cash amount paid per share of CommonStock and (ii) in all other cases, the average of the Last Reported Sale Prices of Common Stock onthe five Trading Days up to but not including the Effective Date.     “Shelf Registration Statement” shall mean the shelf registration statement on Form S-3 filedwith the SEC on September 24, 2004 to cover resales of Transfer Restricted Securities by holdersthereof, as required by the Registration Rights Agreement.     “Spin-Off Market Price” per share of Common Stock or the Equity Interests in a Subsidiary orother business unit of the Corporation on any day means the average of the daily Last Reported SalePrices for the 10 consecutive Trading Days commencing on and including the fifth Trading Day afterthe ex date with respect to the issuance or distribution requiring such computations. As usedherein, the term “ex date,” when used with respect to any issuance or distribution, shall mean thefirst date on which the security trades regular way on the NYSE or such other national regionalexchange or market in which the security trades without the right to receive such issuance ordistribution.     “Subsidiary” means a Person more than 50% of the outstanding voting stock of which is owned,directly or indirectly, by the Corporation or by one or more other Subsidiaries, or by theCorporation and one or more other Subsidiaries. For the purposes of this definition, “votingstock” means stock which ordinarily has voting power of the election of directors, whether at alltimes or only so long as no senior class of stock has such voting power by reason of anycontingency.     “Ten Day Average Closing Stock Price” shall have the meaning given to it in Section 7(m)(i)(B).     “Trading Day” means (i) if the applicable security is listed, admitted for trading or quotedon the NYSE, the NASDAQ National Market or another national security exchange, a day on which theNYSE, the NASDAQ National Market or another national security exchange is open for business or (ii)if the applicable security is not so listed, admitted for trading or quoted, any day other than aSaturday or Sunday or a day on which banking institutions in the State of New York are authorizedor obligated by law, regulation or executive order to close.     “Trading Exception” shall have the meaning given to it in Section 7(a)(ii).     “Trading Price” of the Preferred Stock on any date of determination means the average of thesecondary market bid quotations per share of Preferred Stock obtained by the Conversion Agent for$5,000,000 Liquidation Preference of the Preferred Stock at approximately 3:30 p.m., New York Citytime, on such determination date from three independent nationally recognized securities dealersthe Corporation selects, provided that if three such bids cannot reasonably be obtained by theConversion Agent, but two such bids are obtained, then the average of the two bids shall be used,and if only one such bid can reasonably be obtained by the Conversion Agent, this one bid shall beused. If the Conversion Agent cannot reasonably obtain at least one bid for $5,000,000 LiquidationPreference of the Preferred Stock from a nationally recognized securities dealer, then the TradingPrice will be deemed to be less than 95% of the product of the sale price of Common Stock and thethen applicable Conversion Rate.     “Transfer Agent” shall mean the Corporation’s duly appointed transfer agent for the PreferredStock. Initially, the Corporation will be the Transfer Agent.
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     “Transfer Restricted Securities” shall mean each share of Preferred Stock (or the sharesof Common Stock into which such share of Preferred Stock is convertible) until (i) the date onwhich such security or its predecessor has been effectively registered under the SecuritiesAct and disposed of in accordance with the Shelf Registration Statement, (ii) the date onwhich such security or predecessor is distributed to the public pursuant to Rule 144 under theSecurities Act or is saleable pursuant to Rule 144(k) under the Securities Act or (iii) thedate that such Preferred Stock ceases to be outstanding.     “Voting Rights Class” shall have the meaning given to it in Section 5(a)(i).     “Voting Rights Triggering Event” shall mean the failure of the Corporation to paydividends on the Preferred Stock with respect to six or more quarterly periods (whether or notconsecutive).     “Voting Stock” shall mean, with respect to any Person, securities of any class or classesof Capital Stock in such Person entitling the holders thereof (whether at all times or only solong as no senior class of stock has voting power by reason of contingency) generally to votein the election of members of the Board of Directors or other governing body of such Person.For purposes of this definition, “Capital Stock” shall mean, with respect to any Person, anyand all shares, interests, participations or other equivalents (however designated) ofcorporate stock or partnership interests and any and all warrants, options and rights withrespect thereto (whether or not currently exercisable), including each class of common stockand preferred stock of such Person.     3. Dividends.     (a) The holders of shares of the outstanding Preferred Stock shall be entitled, when, as andif declared by the Board of Directors out of funds of the Corporation legally available therefor,to receive cumulative cash dividends at the rate per annum of 4.50% per share on the LiquidationPreference (equivalent to $2.25 per annum per share), payable quarterly in arrears (the “DividendRate”). The Dividend Rate may be increased in the circumstances described in Section 3(b) below.Dividends payable for each full dividend period will be computed by dividing the Dividend Rate byfour and shall be payable in arrears on each Dividend Payment Date (commencing March 1, 2005) forthe quarterly period ending immediately prior to such Dividend Payment Date, to the holders ofrecord of Preferred Stock at the close of business on the Dividend Record Date applicable to suchDividend Payment Date. Such dividends shall be cumulative from the most recent date as to whichdividends shall have been paid on the Original Preferred Stock or, if no dividends have been paid,from the Issue Date (whether or not in any dividend period or periods the Board of Directors shallhave declared such dividends or there shall be funds of the Corporation legally available for thepayment of such dividends) and shall accumulate on a day-to-day basis, whether or not earned ordeclared, from and after the Issue Date. Dividends payable for any partial dividend period shall becomputed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulated unpaid dividends accrue and cumulatedividends at the annual rate of 4.50% and are payable in the manner provided in this Section 3.     (b) If (i) by March 5, 2005, the Shelf Registration Statement has not been amended to coverresales of the Preferred Stock and declared effective by the Commission, (ii) after the ShelfRegistration Statement has been declared effective the Corporation fails to file a post-effectiveamendment, prospectus supplement, amendment or supplement to any document incorporated by referenceinto such prospectus or document if required by applicable law with the SEC within five businessdays after a Holder provides the Corporation with certain required information, if such filing isnecessary to enable the Holder to deliver the prospectus to purchasers of such Holder’s TransferRestricted Securities, (iii) the Shelf Registration Statement ceases to be effective or fails to beusable without being succeeded within 30 days by a post-effective amendment or an additionalregistration statement filed and declared effective (other than as permitted in (ii) above)pursuant to the Exchange Act that cures the failure of the registration statement to be effectiveor usable, and (iv) the aggregate duration of any suspension periods in any period exceeds certainlimits described in the Registration Rights Agreement (each such event referred to in clauses (i),(ii), (iii) and (iv) a “Registration Default”), additional dividends shall accumulate on thePreferred Stock, from and including the date on which any such Registration Default shall occur to,but excluding, the date on which the Registration Default has been cured, at the rate of 0.25% peryear for the first 90 days following such date and at a
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rate of 0.50% per year thereafter (“Additional Dividends”). With respect to shares of Common Stockissued upon conversion of the Preferred Stock, Additional Dividends will accumulate on the thenapplicable conversion price from and including the date on which any such Registration Defaultshall occur to, but excluding, the date on which the Registration Default has been cured, at therate of 0.25% per year for the first 90 days following such date and at a rate of 0.50% per yearthereafter. Except as mentioned above, the Corporation will have no other liabilities for monetarydamages with respect to its registration obligations. The receipt of Additional Dividends will bethe sole monetary remedy available to a Holder if the Corporation fails to meet these obligations.     (c) No dividend will be declared or paid upon, or any sum set apart for the payment ofdividends upon, any outstanding share of the Preferred Stock with respect to any dividend periodunless all dividends for all preceding dividend periods have been declared and paid or declared anda sufficient sum set apart for the payment of such dividend upon all outstanding shares ofPreferred Stock.     (d) No dividends or other distributions (other than a dividend or distribution payable solelyin shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in thecase of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, madeor paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stockor Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any moneypaid to or made available for a sinking fund for the redemption of any Parity Stock or JuniorStock) by or on behalf of the Corporation (except by conversion into or exchange for shares ofParity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of JuniorStock)), unless full Accumulated Dividends shall have been or contemporaneously are declared andpaid, or are declared and a sum sufficient for the payment thereof is set apart for such payment,on the Preferred Stock and any Parity Stock for all dividend payment periods terminating on orprior to the date of such declaration, payment, redemption, purchase or acquisition.Notwithstanding the foregoing, if full dividends have not been paid on the Preferred Stock and anyParity Stock, dividends may be declared and paid on the Preferred Stock and such Parity Stock solong as the dividends are declared and paid pro rata so that the amounts of dividends declared pershare on the Preferred Stock and such Parity Stock will in all cases bear to each other the sameratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and suchother Parity Stock bear to each other.     (e) Holders of shares of Preferred Stock shall not be entitled to any dividends on thePreferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividendsand Additional Dividends (if any).     (f) The holders of shares of Preferred Stock at the close of business on a Dividend RecordDate will be entitled to receive the dividend payment on those shares on the corresponding DividendPayment Datenotwithstanding the subsequent conversion thereof or the Corporation’s default in payment ofthe dividend due on that Dividend Payment Date. However, shares of Preferred Stock surrendered forconversion during the period between the close of business on any Dividend Record Date and theclose of business on the Business Day immediately preceding the applicable Dividend Payment Datemust be accompanied by payment of an amount equal to the dividend payable on the shares on thatDividend Payment Date; provided, however, that no such payment need be made if (1) the Corporationhas specified a Mandatory Conversion Date that is after a Dividend Record Date and on or prior tothe immediately following Dividend Payment Date or (2) any accumulated and unpaid dividends existat the time of conversion with respect to such shares of Preferred Stock to the extent of suchaccumulated and unpaid dividends. A holder of shares of Preferred Stock on a Dividend Record Datewho (or whose transferee) tenders any shares for conversion on the corresponding Dividend PaymentDate will receive the dividend payable by the Corporation on the Preferred Stock on that date, andthe converting holder need not include payment in the amount of such dividend upon surrender ofshares of Preferred Stock for conversion. Except as provided above with respect to a voluntaryconversion pursuant to Section 7, the Corporation shall make no payment or allowance for unpaiddividends, whether or not in arrears, on converted shares or for dividends on the shares of CommonStock issued upon conversion.     (g) In any case where any Dividend Payment Date or Conversion Date (including upon theoccurrence of a Fundamental Change) of any Preferred Stock shall not be a Business Day, at anyplace of payment, then payment of dividends (and Additional Dividends, if any) need not be made onsuch date, but may be made on the next
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succeeding Business Day at such place of payment with the same force and effect as if made on thedividend payment date or Conversion Date (including upon the occurrence of a Fundamental Change);and no dividends shall accumulate on the amount so payable for the period from and after suchDividend Payment Date or Conversion Date, as the case may be, to such Business Day.     (h) The Paying Agent shall return to the Corporation upon written request any money orproperty held by it for the payment of any amount with respect to the Preferred Stock that remainsunclaimed for two years, provided, however, that the Paying Agent, before being required to makeany such return, shall at the expense of the Corporation cause to be published once in a newspaperof general circulation in The City of New York or mail to each such Holder notice that such moneyor property remains unclaimed and that, after a date specified therein, which shall not be lessthan 30 days from the date of such publication or mailing, any unclaimed money or property thenremaining shall be returned to the Corporation. After return to the Corporation, Holders entitledto the money or property must look to the Corporation for payment as general creditors unless anapplicable abandoned property law designates another Person.     4. Fundamental Change.     (a) Purchase at the Option of the Holder Upon a Fundamental Change. Each Holder shall have theright, at such Holder’s option, to require the Corporation to purchase any or all of such Holder’sPreferred Stock for cash or a check on the date that is no earlier than 60 days nor later than 90days after the date of the Corporation Notice of the occurrence of such Fundamental Change (subjectto extension to comply with applicable law, as provided in Section 4(h) (the “Fundamental ChangePurchase Date”). The Preferred Stock shall be repurchased in integral multiples of $50.00(representing the Liquidation Preference). The Corporation shall purchase such Preferred Stock ata price (the “Fundamental Change Purchase Price”) equal to 100% of the Liquidation Price of thenumber of shares of Preferred Stock to be purchased plus accumulated and unpaid dividends,including Additional Dividends, if any, to the Fundamental Change Purchase Date.     (b) Notice of Fundamental Change. The Corporation, or at its request (which must be receivedby the Paying Agent at least three Business Days (or such lesser period as agreed to by the PayingAgent) prior to the date the Paying Agent is requested to give such notice as described below), thePaying Agent, in the name of and at the expense of the Corporation, shall mail to all Holders aCorporation Notice of the occurrence of a Fundamental Change and of the purchase right arising as aresult thereof, including the information required by Section 4(e) hereof, on or before the 30thday after the occurrence of such Fundamental Change.     (c) Exercise of Option. For Preferred Stock to be so purchased at the option of the Holder,the Paying Agent must receive at its office in Jackson, Michigan, or any other offices of thePaying Agent maintained for such purposes, such shares of Preferred Stock duly endorsed fortransfer, together with a written notice ofpurchase in the form attached hereto as Exhibit A (a “Fundamental Change Purchase Notice”)duly completed, on or before the 30th day prior to the Fundamental Change Purchase Date, subject toextension to comply with applicable law. The Fundamental Change Purchase Notice shall state: (i) if certificated, the certificate numbers of the shares of Preferred Stock which the Holdershall deliver to be purchased, or, if not certificated, the Fundamental Change Purchase Noticemust comply with appropriate Depository procedures;  (ii) the number of shares of Preferred Stock which the Holder shall deliver to be purchased,which portion must be $50.00 or an integral multiple thereof; and  (iii) that such Preferred Stock shall be purchased as of the Fundamental Change Purchase Datepursuant to the terms and conditions specified in the Preferred Stock and in this Certificateof Designation.     (d) Procedures. The Corporation shall purchase from a Holder, pursuant to this Section 4,shares of Preferred Stock or multiples of $50.00 if so requested by such Holder.
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     Any purchase by the Corporation contemplated pursuant to the provisions of this Section 4shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by theHolder promptly following the later of the Fundamental Change Purchase Date or the time ofbook-entry transfer or delivery of the Preferred Stock.     Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent theFundamental Change Purchase Notice contemplated by Section 4(c) hereof shall have the right at anytime prior to the close of business on the Business Day prior to the Fundamental Change PurchaseDate to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of awritten notice of withdrawal to the Paying Agent in accordance with Section 4(f) hereof.     The Paying Agent shall promptly notify the Corporation of the receipt by it of any FundamentalChange Purchase Notice or written notice of withdrawal thereof.     On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, theCorporation shall deposit with the Paying Agent (or if the Corporation or an Affiliate of theCorporation is acting as the Paying Agent, shall segregate and hold in trust) money sufficient topay the aggregate Fundamental Change Purchase Price of the Preferred Stock to be purchased pursuantto this Section 4. Payment by the Paying Agent of the Fundamental Change Purchase Price for suchPreferred Stock shall be made promptly following the later of the Fundamental Change Purchase Dateor the time of book-entry transfer or delivery of such Preferred Stock. If the Paying Agent holds,in accordance with the terms of this Certificate of Designation, money sufficient to pay theFundamental Change Purchase Price of such Preferred Stock on the Business Day following theFundamental Change Purchase Date, then, on and after such date, such Preferred Stock shall cease tobe outstanding and dividends (including Additional Dividends, if any) on such Preferred Stock shallcease to accumulate, whether or not book-entry transfer of such Preferred Stock is made or suchPreferred Stock is delivered to the Paying Agent, and all other rights of the Holder shallterminate (other than the right to receive the Fundamental Change Purchase Price upon delivery ortransfer of the Preferred Stock). Nothing herein shall preclude any withholding tax required bylaw.     The Corporation shall require each Paying Agent to agree in writing that the Paying Agentshall hold in trust for the benefit of Holders all money held by the Paying Agent for the paymentof the Fundamental Change Purchase Price. If the Corporation or an Affiliate of the Corporationacts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as aseparate trust fund.     All questions as to the validity, eligibility (including time of receipt) and acceptance ofany Preferred Stock pursuant to a Fundamental Change shall be determined by the Corporation, whosedetermination shall be final and binding.     (e) Notice of Fundamental Change. The Corporation shall send notices (each, a “CorporationNotice”) to the Holders (and to beneficial owners as required by applicable law) at their addressesshown in the Security Register maintained by the Security Registrar, and delivered to the PayingAgent on or before the 30th day after the occurrence of the Fundamental Change (*“*Corporation NoticeDate*”*). Each Corporation Notice shall include a form of Fundamental Change Purchase Notice to becompleted by a Holder and shall state: (i) the applicable Fundamental Change Purchase Price, excluding accumulated and unpaiddividends, Conversion Rate at the time of such notice (and any adjustments to the ConversionRate) and, to the extent known at the time of such notice, the amount of dividends (includingAdditional Dividends, if any), if any, that will be payable with respect to the PreferredStock on the applicable Fundamental Change Purchase Date;  (ii) the events causing the Fundamental Change and the date of the Fundamental Change;  (iii) the Fundamental Change Purchase Date;  (iv) the last date on which a Holder may exercise its purchase right;
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 (v) the name and address of the Paying Agent and the Conversion Agent;  (vi) that the Preferred Stock must be surrendered to the Paying Agent to collect payment ofthe Fundamental Change Purchase Price;  (vii) that the Preferred Stock as to which a Fundamental Change Purchase Notice has been givenmay be converted only if the applicable Fundamental Change Purchase Notice has been withdrawnin accordance with the terms of this Certificate of Designation;  (viii) that the Fundamental Change Purchase Price for any of the Preferred Stock as to which aFundamental Change Purchase Notice has been given and not withdrawn shall be paid by thePaying Agent promptly following the later of the Fundamental Change Purchase Date or the timeof book-entry transfer or delivery of such Preferred Stock;  (ix) the procedures the Holder must follow under this Section 4;  (x) briefly, the conversion rights of the Preferred Stock;  (xi) that, unless the Corporation defaults in making payment of such Fundamental ChangePurchase Price on the Preferred Stock covered by any Fundamental Change Purchase Notice,dividends (including Additional Dividends, if any) will cease to accumulate on and after theFundamental Change Purchase Date;  (xii) the CUSIP or ISIN number of the Preferred Stock; and  (xiii) the procedures for withdrawing a Fundamental Change Purchase Notice.     In connection with providing such Corporation Notice, the Corporation will issue a pressrelease and publish a notice containing the information in such Corporation Notice in a newspaperof general circulation in The City of New York or publish such information on the Corporation’sthen existing Web site or through such other public medium as the Corporation may use at the time.     At the Corporation’s request, made at least five Business Days prior to the date upon whichsuch notice is to be mailed, and at the Corporation’s expense, the Paying Agent shall give theCorporation Notice in the Corporation’s name; *provided*, *however*, that, in all cases, the text ofthe Corporation Notice shall be prepared by the Corporation.     (f) Effect of Fundamental Change Purchase Notice. Upon receipt by the Corporation of theFundamental Change Purchase Notice specified in this Section 4, the Holder of the Preferred Stockin respect of which such Fundamental Change Purchase Notice was given shall (unless suchFundamental Change Purchase Notice is withdrawn as specified in this Section 4(f)) thereafter beentitled to receive solely the Fundamental Change Purchase Price with respect to such PreferredStock. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holderpromptly following the later of (x) the Fundamental Change Purchase Date with respect to suchPreferred Stock (provided the conditions in this Section 4 have been satisfied) and (y) the time ofdelivery or book-entry transfer of such Preferred Stock to the Paying Agent by the Holder thereofin the manner required by this Section 4. Preferred Stock in respect of which a Fundamental ChangePurchase Notice has been given by the Holder thereof may not be converted for shares of CommonStock on or after the date of the delivery of such Fundamental Change Purchase Notice unless suchFundamental Change Purchase Notice has first been validly withdrawn as specified in this Section4(f)*.*Payment of the Fundamental Change Purchase Price for shares of Preferred Stock in registered,certificated form (“Certificated Preferred Stock”) for which a Fundamental Change Purchase Noticehas been delivered and not withdrawn is conditioned upon delivery of such Certificated PreferredStock (together with necessary endorsements) to the Paying Agent at its office in Jackson,Michigan, or any other office of the Paying Agent maintained for such purpose, at any time (whetherprior to, on or after the Fundamental Change Purchase Date) after the delivery of such FundamentalChange Purchase Notice. Payment of the
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Fundamental Change Purchase Price for such Certificated Preferred Stock will be made promptlyfollowing the later of the Fundamental Change Purchase Date or the time of delivery of suchCertificated Preferred Stock.     If the Paying Agent holds, in accordance with the terms of this Certificate of Designation,money sufficient to pay the Fundamental Change Purchase Price of shares of Preferred Stock on theBusiness Day following the Fundamental Change Purchase Date for such Preferred Stock, then, on andafter such date, dividends on such Preferred Stock will cease to accumulate, whether or not suchPreferred Stock is delivered to the Paying Agent, and all other rights of the Holder shallterminate (other than the right to receive the Fundamental Change Purchase Price upon delivery ofthe Preferred Stock).     A Fundamental Change Purchase Notice may be withdrawn by means of a written notice ofwithdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New York Citytime on the Business Day prior to the Fundamental Change Purchase Date to which it relatesspecifying: (i) if certificated, the certificate number of Preferred Stock in respect of which such noticeof withdrawal is being submitted, or, if not certificated, the written notice of withdrawalmust comply with appropriate Depository procedures;  (ii) the number of shares of Preferred Stock with respect to which such notice of withdrawalis being submitted; and  (iii) the number of shares of Preferred Stock, if any, which remains subject to the originalFundamental Change Purchase Notice and which have been or shall be delivered for purchase bythe Corporation.     (g) Preferred Stock Purchased in Part. Any shares of Preferred Stock that are to be purchasedonly in part shall be surrendered (in physical or book-entry form) at the office of the PayingAgent (with, if the Corporation so requires, due endorsement by, or a written instrument oftransfer in form satisfactory to the Corporation duly executed by, the Holder thereof or suchHolder’s attorney duly authorized in writing) and the Corporation shall execute and the TransferAgent shall authenticate and deliver to the Holder of such Preferred Stock, without service charge,new shares of Preferred Stock, as requested by such Holder in an amount equal to, and in exchangefor, the portion of the Liquidation Preference of the Preferred Stock so surrendered which is notpurchased.     (h) Covenant to Comply with Securities Laws Upon Purchase of the Preferred Stock. Inconnection with any offer to purchase Preferred Stock under this Section 4, the Corporation shall,to the extent applicable: (i) comply with Rules 13e-4 and 14e-1 (and any successor provisionsthereto) under the Exchange Act, if applicable; (ii) file the related Schedule TO (or any successorschedule, form or report) under the ExchangeAct, if applicable; and (iii) otherwise comply with all applicable federal and state securitieslaws so as to permit the rights and obligations under this Section 4 hereof to be exercised in thetime and in the manner specified in this Section 4.     (i) Repayment to the Corporation. The Paying Agent shall return to the Corporation any cash orproperty that remains unclaimed as provided in the Preferred Stock, together with interest that thePaying Agent has agreed to pay, if any, held by it for the payment of a Fundamental Change PurchasePrice; provided, however, that to the extent that the aggregate amount of cash or propertydeposited by the Corporation pursuant to this Section 4 exceeds the aggregate Fundamental ChangePurchase Price of the Preferred Stock or portions thereof which the Corporation is obligated topurchase as of the Fundamental Change Purchase Date, then promptly on and after the Business Dayfollowing the Fundamental Change Purchase Date, the Paying Agent shall return any such excess tothe Corporation together with interest that the Paying Agent has agreed to pay, if any.     (j) Officers’ Certificate. At least five Business Days before the Corporation Notice Date, theCorporation shall deliver an Officers’ Certificate to the Paying Agent (provided, that, at theCorporation’s option, the matters to be addressed in such Officers’ Certificate may be dividedamong two such certificates) specifying: (i) the manner of payment selected by the Corporation; and
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 (ii) whether the Corporation desires the Paying Agent to give the Corporation Notice requiredby Section 4(e) hereof.     5. Voting.     (a) The shares of Preferred Stock shall have no voting rights except as set forth below or asotherwise required by Michigan law from time to time: (i) If and whenever at any time or times a Voting Rights Triggering Event occurs, then theholders of shares of Preferred Stock, voting as a single class with any other preferred stockor preference securities having similar voting rights that areexercisable (the “Voting RightsClass”), will be entitled at the next regular or special meeting of shareholders of theCorporation to elect two additional directors of the Corporation, unless the Board ofDirectors is comprised of fewer than six directors at such time, in which case the VotingRights Class shall be entitled to elect one additional director. Upon the election of any suchadditional directors, the number of directors that comprise the Board of Directors shall beincreased by such number of additional directors.  (ii) Such voting rights may be exercised at a special meeting of the holders of the shares ofthe Voting Rights Class, called as hereinafter provided, or at any annual meeting ofshareholders held for the purpose of electing directors, and thereafter at each such annualmeeting until such time as all dividends in arrears on the shares of Preferred Stock shallhave been paid in full, at which time or times such voting rights and the term of thedirectors elected pursuant to Section 5(a)(i) shall terminate.  (iii) At any time when such voting rights shall have vested in holders of shares of the VotingRights Class, an Officer of the Corporation may call, and, upon written request of the recordholders of shares representing at least twenty-five percent (25%) of the voting power of theshares then outstanding of the Voting Rights Class, addressed to the Secretary of theCorporation, shall call a special meeting of the holders of shares of the Voting Rights Class.Such meeting shall be held at the earliest practicable date upon the notice required forannual meetings of shareholders at the place for holding annual meetings of shareholders ofthe Corporation, or, if none, at a place designated by the Board of Directors. Notwithstandingthe provisions of this Section 5(a)(iii), no such special meeting shall be called during aperiod within the 60 days immediately preceding the date fixed for the next annual meeting ofshareholders, in which such case the election of directors pursuant to Section 5(a)(i) shallbe held at such annual meeting of shareholders.  (iv) At any meeting held for the purpose of electing directors at which the holders of theVoting Rights Class shall have the right to elect directors as provided herein, the presencein person or by proxy of theholders of shares representing more than fifty percent (50%) in voting power of the thenoutstanding shares of the Voting Rights Class shall be required and shall be sufficient toconstitute a quorum of such class for the election of directors by such class. The affirmativevote of the holders of shares of Preferred Stock constituting a majority of the shares ofPreferred Stock present at such meeting, in person or by proxy shall be sufficient to electany such director.  (v) Any director elected pursuant to the voting rights created under this Section 5(a) shallhold office until the next annual meeting of shareholders (unless such term has previouslyterminated pursuant to Section 5(a)(ii)) and any vacancy in respect of any such director shallbe filled only by vote of the remaining director so elected by holders of the Voting RightsClass, or, if there be no such remaining director, by the holders of shares of the VotingRights Class at a special meeting called in accordance with the procedures set forth in thisSection 5, or, if no such special meeting is called, at the next annual meeting ofshareholders. Upon any termination of such voting rights, the term of office of all directorselected pursuant to this Section 5 shall terminate.  (vi) So long as any shares of Preferred Stock remain outstanding, unless a greater percentageshall then be required by law, the Corporation shall not, without the affirmative vote orconsent of the holders of all
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   of the outstanding Preferred Stock voting or consenting, as the case may be, separately asone class, (i) create, authorize or issue any class or series of Senior Stock (or anysecurity convertible into Senior Stock) or (ii) amend the Articles of Incorporation so asto affect adversely the specified rights, preferences, privileges or voting rights ofholders of shares of Preferred Stock.