PERIOD"), AND (Y) FOR EACH
QUARTERLY DIVIDEND PERIOD THEREAFTER,
IN EACH CASE, TO AND INCLUDING THE FIRST TO OCCUR OF (I) THE DATE ON WHICH THE
STATED VALUE OF SUCH SHARE (PLUS ALL ACCRUED AND UNPAID DIVIDENDS THEREON UP TO
BUT NOT INCLUDING THE DATE OF PAYMENT) IS PAID TO THE HOLDER THEREOF IN
CONNECTION WITH THE LIQUIDATION, DISSOLUTION OR WINDING UP, OR DISTRIBUTION OF
THE ASSETS OF, OF THE CORPORATION OR (II) THE DATE OF THE REDEMPTION OF SUCH
SHARE BY THE CORPORATION.
2B.
QUARTERLY DIVIDEND PERIODS.
UNLESS OTHERWISE SPECIFIED IN SECTION
2A, QUARTERLY DIVIDEND PERIODS SHALL COMMENCE ON JANUARY 1, APRIL 1, JULY 1 AND
OCTOBER 1 IN EACH YEAR AND SHALL END ON AND INCLUDE THE DAY IMMEDIATELY
PRECEDING THE FIRST DAY OF THE NEXT QUARTERLY DIVIDEND PERIOD.
DIVIDENDS ON
SHARES OF PERPETUAL PREFERRED STOCK SHALL BE PAYABLE ON MARCH 31, JUNE 30,
SEPTEMBER 30 AND DECEMBER 31 OF EACH YEAR (A "DIVIDEND PAYMENT DATE"),
COMMENCING [
], 2007(11); PROVIDED, THAT THE CORPORATION MAY ELECT TO
ACCUMULATE ANY DIVIDENDS PAYABLE AFTER THE FIRST ANNIVERSARY OF THE ISSUE DATE
AS PROVIDED IN SECTION 2C INSTEAD OF PAYING SUCH DIVIDENDS IN CASH ON THE
APPLICABLE DIVIDEND PAYMENT DATE (SUCH ACCUMULATED DIVIDENDS, THE "ACCUMULATED
DIVIDENDS"), AND SUCH ACCUMULATED DIVIDENDS SHALL CONSTITUTE PASSED DIVIDENDS
PURSUANT TO SECTION 2C BUT SUCH ACCUMULATION SHALL NOT CONSTITUTE A DEFAULT
UNDER, OR A FAILURE TO PAY A DIVIDEND, FOR PURPOSES OF THIS CERTIFICATE,
PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, SECTION 6B SHALL APPLY SO LONG AS
THERE ARE ACCRUED AND UNPAID ACCUMULATED DIVIDENDS.
EACH SUCH DIVIDEND SHALL BE
PAID TO THE HOLDERS OF RECORD OF THE PERPETUAL PREFERRED STOCK AS SUCH HOLDERS
SHALL APPEAR ON THE STOCK REGISTER OF THE CORPORATION ON THE RECORD DATE FOR
SUCH DIVIDEND, WHICH RECORD DATE SHALL NOT BE MORE THAN FORTY-FIVE (45) DAYS NOR
FEWER THAN TEN (10) DAYS PRECEDING SUCH DIVIDEND PAYMENT DATE AS SHALL BE FIXED
BY THE BOARD OF DIRECTORS OR A DULY AUTHORIZED COMMITTEE THEREOF.
THE QUARTERLY
DIVIDEND ON A SHARE OF PERPETUAL PREFERRED STOCK FOR EACH INITIAL DIVIDEND
PERIOD, EACH FINAL DIVIDEND PERIOD AND ANY OTHER PARTIAL QUARTERLY DIVIDEND
PERIOD SHALL BE PRORATED BASED ON THE NUMBER OF DAYS DURING SUCH PERIOD AS A
PROPORTION OF NINETY (90).
2C.
ACCUMULATED DIVIDENDS.
IF, ON ANY DIVIDEND PAYMENT DATE, THE
HOLDER OF RECORD (FOR SUCH DIVIDEND PAYMENT DATE) OF A SHARE OF PERPETUAL
PREFERRED STOCK SHALL NOT HAVE RECEIVED IN CASH THE FULL AMOUNT OF ANY DIVIDEND
REQUIRED TO BE PAID ON SUCH SHARE ON SUCH DIVIDEND PAYMENT DATE PURSUANT TO THIS
SECTION 2 (SUCH UNPAID DIVIDENDS THAT HAVE ACCRUED AND WERE REQUIRED TO BE PAID,
BUT REMAIN UNPAID, ON A DIVIDEND PAYMENT DATE, TOGETHER WITH ANY ACCRUED AND
UNPAID ACCUMULATED DIVIDENDS, THE "PASSED DIVIDENDS"), THEN SUCH PASSED
DIVIDENDS SHALL ACCUMULATE ON SUCH OUTSTANDING SHARE OF PERPETUAL PREFERRED
STOCK, WHETHER OR NOT THERE ARE FUNDS LEGALLY AVAILABLE FOR THE PAYMENT THEREOF
OR SUCH PASSED DIVIDENDS ARE DECLARED BY THE BOARD OF DIRECTORS, AND UNTIL SUCH