SAME TIME A LIKE PROPORTIONATE DIVIDEND FOR THE SAME DISTRIBUTION PERIOD,
RATABLE IN PROPORTION TO THE
9
RESPECTIVE DISTRIBUTION RATES FIXED THEREFOR, SHALL BE PAID UPON OR DECLARED AND
SET APART FOR ALL OF THE SERIES OF THE CORPORATION'S PREFERRED STOCK RANKING ON
PARITY AS TO DIVIDENDS WITH THE PREFERRED STOCK THEN ISSUED AND OUTSTANDING AND
ENTITLED TO RECEIVE SUCH DIVIDEND OR DISTRIBUTION.
(B)
IF DIVIDENDS ARE NOT PAID IN FULL UPON THE PREFERRED STOCK OR
DIVIDENDS ON ANY OTHER CAPITAL STOCK OF THE CORPORATION RANKING ON A PARITY AS
TO DIVIDENDS WITH THE PREFERRED STOCK, DIVIDENDS MAY BE DECLARED UPON SHARES OF
THE PREFERRED STOCK AND ANY OTHER SUCH PARITY SHARES, BUT ONLY IF SUCH DIVIDENDS
ARE DECLARED PRO RATA SO THAT THE AMOUNT OF DIVIDENDS DECLARED PER SHARE ON THE
PREFERRED STOCK AND SUCH OTHER SHARES SHALL IN ALL CASES BEAR TO EACH OTHER THE
SAME RATIO THAT THE AMOUNT OF ACCRUED BUT UNPAID DIVIDENDS PER SHARE ON THE
SHARES OF THE PREFERRED STOCK AND SUCH OTHER PARITY SHARES BEAR TO EACH OTHER.
(C)
DIVIDENDS (OR AMOUNTS EQUAL TO ACCRUED AND UNPAID DIVIDENDS) DUE
AND PAYABLE ON A SERIES OF PREFERRED STOCK WITH RESPECT TO A DISTRIBUTION PERIOD
WILL BE COMPUTED BY MULTIPLYING THE APPLICABLE DISTRIBUTION RATE BY A FRACTION,
THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF DAYS IN THE DISTRIBUTION PERIOD
AND THE DENOMINATOR OF WHICH SHALL BE 360, AND MULTIPLYING THE AMOUNT SO
OBTAINED BY $1,000.
(D)
DIVIDENDS SHALL BE NON-CUMULATIVE.
(E)
EACH DIVIDEND SHALL BE PAYABLE TO THE HOLDER OR HOLDERS OF RECORD
OF A SERIES OF PREFERRED STOCK AS OF THE OPENING OF BUSINESS ON EACH
DISTRIBUTION PAYMENT DATE FOR EACH SERIES; PROVIDED, THAT SO LONG AS THE
PREFERRED STOCK IS HELD OF RECORD BY THE NOMINEE OF THE SECURITIES DEPOSITARY,
DIVIDENDS WILL BE PAID TO THE NOMINEE OF A SECURITIES DEPOSITARY FOR EACH
RESPECTIVE SERIES.
THE SECURITIES DEPOSITARY WILL CREDIT THE ACCOUNTS OF THE
AGENT MEMBERS OF HOLDERS OF THE PREFERRED STOCK IN ACCORDANCE WITH THE
SECURITIES DEPOSITARY'S NORMAL PROCEDURES, WHICH PROVIDE FOR PAYMENT IN SAME-DAY
FUNDS.
THE AGENT MEMBER OF A HOLDER WILL BE RESPONSIBLE FOR HOLDING OR
DISBURSING SUCH PAYMENTS TO SUCH HOLDER IN ACCORDANCE WITH THE INSTRUCTIONS OF
SUCH HOLDER.
(II)
FIXED RATE DISTRIBUTION EVENT.
A "FIXED-RATE DISTRIBUTION EVENT"
SHALL OCCUR IF, WITH RESPECT TO ANY DISTRIBUTION PAYMENT DATE DURING AN AUCTION
RATE MODE, (A) THE CORPORATION HAS ELECTED TO HAVE THE PREFERRED STOCK BEAR THE
FIXED-RATE DISTRIBUTION (A "FIXED RATE ELECTION"), WHICH ELECTION SHALL BE MADE
AT LEAST 10 DAYS PRIOR TO SUCH DISTRIBUTION PAYMENT DATE, (B) THE CORPORATION
FAILS TO PAY THE APPLICABLE DISTRIBUTION RATE OR (C) THE CORPORATION FAILS TO
PAY THE FEES AND EXPENSES OF THE RELATED CUSTODIAL TRUSTS FOR THE RELATED
DISTRIBUTION PERIOD.
THE DISTRIBUTION RATE PAYABLE UPON THE OCCURRENCE OF A
FIXED RATE DISTRIBUTION EVENT IN RESPECT OF ANY SERIES OF PREFERRED STOCK SHALL
BE THE FIXED RATE DISTRIBUTION FOR SUCH SERIES.
(E)
REDEMPTION.
(I)
THE CORPORATION SHALL HAVE THE RIGHT