IF LESS THAN ALL THE SHARES
HELD BY SUCH HOLDER ARE TO BE REDEEMED, THE NUMBER OF SUCH SHARES TO BE REDEEMED
FROM SUCH HOLDER; (3) THE REDEMPTION PRICE; AND (4) THE PLACE OR PLACES WHERE
CERTIFICATES FOR SUCH SHARES ARE TO BE SURRENDERED FOR PAYMENT OF THE REDEMPTION
PRICE.
(D)
PARTIAL REDEMPTION. IN CASE OF ANY REDEMPTION OF PART OF THE
SHARES OF DESIGNATED PREFERRED STOCK AT THE TIME OUTSTANDING, THE SHARES TO BE
REDEEMED SHALL BE SELECTED EITHER PRO RATA OR IN SUCH OTHER MANNER AS THE BOARD
OF DIRECTORS OR A DULY AUTHORIZED COMMITTEE THEREOF MAY DETERMINE TO BE FAIR AND
EQUITABLE. SUBJECT TO THE PROVISIONS HEREOF, THE BOARD OF DIRECTORS OR A DULY
AUTHORIZED COMMITTEE THEREOF SHALL HAVE FULL POWER AND AUTHORITY TO PRESCRIBE
THE TERMS AND CONDITIONS UPON WHICH SHARES OF DESIGNATED PREFERRED STOCK SHALL
BE REDEEMED FROM TIME TO TIME. IF FEWER THAN ALL THE SHARES REPRESENTED BY ANY
CERTIFICATE ARE REDEEMED, A NEW CERTIFICATE SHALL BE ISSUED REPRESENTING THE
UNREDEEMED SHARES WITHOUT CHARGE TO THE HOLDER THEREOF.
(E)
EFFECTIVENESS OF REDEMPTION. IF NOTICE OF REDEMPTION HAS BEEN DULY
GIVEN AND IF ON OR BEFORE THE REDEMPTION DATE SPECIFIED IN THE NOTICE ALL FUNDS
NECESSARY FOR THE REDEMPTION HAVE BEEN DEPOSITED BY THE CORPORATION, IN TRUST
FOR THE PRO RATA BENEFIT OF THE HOLDERS OF THE SHARES CALLED FOR REDEMPTION,
WITH A BANK OR TRUST COMPANY DOING BUSINESS IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK, AND HAVING A CAPITAL AND SURPLUS OF AT LEAST $500 MILLION AND
SELECTED BY THE BOARD OF DIRECTORS, SO AS TO BE AND CONTINUE TO BE AVAILABLE
SOLELY THEREFOR, THEN, NOTWITHSTANDING THAT ANY CERTIFICATE FOR ANY SHARE SO
CALLED FOR REDEMPTION HAS NOT BEEN SURRENDERED FOR CANCELLATION, ON AND AFTER
THE REDEMPTION DATE DIVIDENDS SHALL CEASE TO ACCRUE ON ALL SHARES SO CALLED FOR
REDEMPTION, ALL SHARES SO CALLED FOR REDEMPTION SHALL NO LONGER BE DEEMED
OUTSTANDING AND ALL RIGHTS WITH RESPECT TO SUCH SHARES SHALL FORTHWITH ON SUCH
REDEMPTION DATE CEASE AND TERMINATE, EXCEPT ONLY THE RIGHT OF THE HOLDERS
THEREOF TO RECEIVE THE AMOUNT PAYABLE ON SUCH REDEMPTION FROM SUCH BANK OR TRUST
COMPANY, WITHOUT INTEREST. ANY FUNDS UNCLAIMED AT THE END OF THREE YEARS FROM
THE REDEMPTION DATE SHALL, TO THE EXTENT PERMITTED BY LAW, BE RELEASED TO THE
CORPORATION, AFTER WHICH TIME THE HOLDERS OF THE SHARES SO CALLED FOR REDEMPTION
SHALL LOOK ONLY TO THE CORPORATION FOR PAYMENT OF THE REDEMPTION PRICE OF SUCH
SHARES.
(F)
STATUS OF REDEEMED SHARES. SHARES OF DESIGNATED PREFERRED STOCK
THAT ARE REDEEMED, REPURCHASED OR OTHERWISE ACQUIRED BY THE CORPORATION SHALL
REVERT TO AUTHORIZED BUT UNISSUED SHARES OF PREFERRED STOCK (PROVIDED THAT ANY
SUCH CANCELLED SHARES OF DESIGNATED PREFERRED STOCK MAY BE REISSUED ONLY AS
SHARES OF ANY SERIES OF PREFERRED STOCK OTHER THAN DESIGNATED PREFERRED STOCK).
SECTION 6.
CONVERSION. HOLDERS OF DESIGNATED PREFERRED STOCK SHARES SHALL
HAVE NO RIGHT TO EXCHANGE OR CONVERT SUCH SHARES INTO ANY OTHER SECURITIES.
SECTION 7.
VOTING RIGHTS.
(A)
GENERAL.