Article I.

Name

Article II.

Purpose

Article III.

Stock

(a)

the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof;

(b)

whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which (i) may be general or limited, and (ii) may permit more than one vote per share;

(c)

the rate or rates (which may be fixed or variable) at which dividends,
if any, are payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of such class;

(d)

whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(e)

the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f)

whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g)

whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any class or any other series of such class or any other securities (including common stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h)

the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of such class;

(i)

the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of such class or of any other class;

(j)

the ranking (be it pari passu, junior or senior) of each class or series as to the payment of dividends, the distribution of assets and all other matters; and

(k)

any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar they are not inconsistent with the provisions of these Articles of Incorporation, to the full extent permitted in accordance with the laws of the Commonwealth of Virginia.

Article IIIA.

1.75% Series A Cumulative Perpetual Convertible Preferred Stock

(1)

Number and Designation. 1,610,000 shares of the Preferred Stock of the Corporation shall be designated as “1.75% Series A Cumulative Perpetual Convertible Preferred Stock” (the “Convertible Preferred Stock”).

(2)

Certain Definitions.  As used in this Article IIIA, capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Contract and Pledge Agreement, a copy of which is filed with the Securities and Exchange Commission (the “SEC”) and is available at the SEC’s website, http://www.sec.gov, under the Corporation’s file number under the Exchange Act, 001-08489. As used in this Article IIIA, the following terms shall have the meanings given to them in this Section IIIA(2).  Any capitalized terms used but not otherwise defined herein or in the Purchase Contract and Pledge Agreement shall have the meaning set forth elsewhere in the Articles of Incorporation, unless the context otherwise requires.

(i)

cash equal to the lesser of (A) the Daily Measurement Value and (B) the Daily Conversion Value for such Trading Day; and

(ii)

to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (A) the difference between such Daily Conversion Value and the Daily Measurement Value, divided by (B) the Daily VWAP for such Trading Day.

(a)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock;

(b)

(i) the Corporation is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Corporation, or any other similar transaction or series of related transactions (other than a merger, consolidation or similar transaction that does not result in the conversion or exchange of outstanding shares of Common Stock), in each case, in which 90% or more of the outstanding shares of Common Stock are exchanged for or converted into cash, securities or other property, greater than 10% of the value of which consists of cash, securities or other property that is not (or will

not be upon or immediately following the effectiveness of such consolidation, merger or other transaction) common stock listed on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or (ii) the consummation of any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the Corporation’s consolidated assets to any Person other than one of the Corporation’s Subsidiaries;

(c)

the Common Stock ceases to be listed on at least one of the New York Stock Exchange, the NASDAQ Global Select Market and the NASDAQ Global Market (or any of their respective successors); or

(d)

the shareholders of the Corporation approve a liquidation, dissolution or termination of the Corporation.

(i)

shares of Convertible Preferred Stock redeemed and cancelled by the Corporation pursuant to Section IIIA(8); and

(ii)

shares of Convertible Preferred Stock as to which any property deliverable upon conversion thereof has been delivered and required to be cancelled pursuant to Section IIIA(9)(b);

(i)

purchases, redemptions or other acquisitions of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants of the Corporation or any of its Subsidiaries;

(ii)

purchases of shares of Common Stock pursuant to a contractually binding requirement to buy Common Stock existing prior to the commencement of the first Dividend Period for which dividends on the Convertible Preferred Stock are unpaid, including under a contractually binding stock repurchase plan;

(iii)

the purchase of, or the payment of cash in lieu of, fractional interests in Junior Stock (x) in connection with a bona fide acquisition of a business or (y) pursuant to the conversion or exchange provisions of

such Junior Stock or securities convertible into or exchangeable for such Junior Stock;

(iv)

any declaration of a dividend on the Capital Stock of the Corporation in connection with the implementation of a shareholders rights plan designed to protect the Corporation against unsolicited offers to acquire its Capital Stock, or the issuance of Capital Stock of the Corporation under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;

(v)

dividends or distributions payable solely in Junior Stock, or warrants, options or rights to acquire Junior Stock (other than dividends or distributions of any indebtedness, Parity Stock or Senior Stock, in each case, convertible into, or having other rights to acquire, Junior Stock); or

(vi)

conversions of any Junior Stock into, or exchanges of any Junior Stock for, a class or series of other Junior Stock.

(3)

Rank. The Convertible Preferred Stock, with respect to dividend rights and/or rights upon the liquidation, winding-up or dissolution of the Corporation, as applicable, shall rank (i) senior to all Junior Stock, (ii) on a parity with all Parity Stock and (iii) junior to all Senior Stock and the Corporation’s existing and future indebtedness.

(4)

Dividends.

(a)

Subject to the rights of holders of any class of Capital Stock ranking senior to the Convertible Preferred Stock with respect to dividends, holders of the Convertible Preferred Stock shall be entitled to receive when, as and if authorized by the Board of Directors and declared by the Corporation, cumulative dividends on each share of Convertible Preferred Stock at the rate of 1.75% per year (the “Dividend Rate”) on the Liquidation Preference per share of the Convertible Preferred Stock, payable in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Corporation’s election (subject to the limitations described below).

(b)

In connection with a Successful Remarketing of the Convertible Preferred Stock, the Dividend Rate may be increased in accordance with Section IIIA(12) below. From and after the Remarketing Settlement Date for such a Remarketing in connection with which the Dividend Rate is increased, dividends on the Convertible Preferred Stock will accumulate at the Increased Dividend Rate.

(c)

Dividends shall accumulate from the Initial Issue Date or if dividends shall have been paid on the Convertible Preferred Stock thereafter, dividends will accumulate from the most recent date of payment, and shall be payable to holders of Convertible Preferred Stock quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each a “Dividend Payment Date”), beginning on September 1, 2019, to the holder of record of shares of the Convertible Preferred Stock as they appear on the Corporation’s stock register at the close of business on the applicable Record Date.

(d)

The amount of dividends payable for each full Dividend Period for the Convertible Preferred Stock shall be computed by dividing the annual Dividend Rate by four. The amount of dividends payable for any other period shorter or longer than a full quarterly Dividend Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.  Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upward.  Dividends on each share of Convertible Preferred Stock shall cease to accumulate upon conversion of such share of Convertible Preferred Stock.

(e)

If a Dividend Payment Date falls on a date that is not a Business Day, such Dividend Payment Date shall be postponed to the next succeeding Business Day; provided that, if such Business Day falls in the next succeeding calendar month, the Dividend Payment Date shall be brought forward to the immediately preceding Business Day.

(f)

Dividends on the Convertible Preferred Stock shall accumulate whether or not (1) the Corporation has earnings; (2) the payment of those dividends is then permitted under Virginia law; or (3) those dividends are authorized or declared. Any dividend payment made on the Convertible Preferred Stock shall first be credited against the earliest accumulated but unpaid dividends due with respect to those shares of Convertible Preferred Stock which remain payable.

(g)

So long as any shares of Convertible Preferred Stock remain Outstanding, the Corporation shall not (i) declare or pay, or set apart funds for the payment of, any dividend or other distribution, whether in cash or other property, directly or indirectly, upon any shares of Junior Stock or Parity Stock (in each case, with respect to dividend rights) for any period, (ii) redeem, repurchase or otherwise acquire any shares of Junior Stock or Parity Stock for any consideration through a sinking fund or otherwise, or make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of Junior Stock or Parity Stock or (iii) make any Contract Adjustment Payments under the Purchase Contract and Pledge Agreement or any payment under any similar agreement providing for the issuance by the Corporation of Capital Stock on a forward basis, in each case, unless all accumulated and

unpaid dividends for all past Dividend Periods (including Compounded Dividends thereon) (whether or not the payment of such dividends is permitted under Virginia law) on the shares of Convertible Preferred Stock have been declared and paid in full or declared and a sum or number of shares of Common Stock sufficient for payment thereof is set apart for payment; provided, however, that, notwithstanding any provisions of this Section IIIA(4)(g) to the contrary, the Corporation may make any Permitted Distribution. When dividends are not paid in full (or a sum or number of shares of Common Stock sufficient to pay them in full is not set apart) on Convertible Preferred Stock and any other Parity Stock, all dividends declared on the Convertible Preferred Stock and any other Parity Stock shall be paid pro rata so that the amount of dividends so declared per share of Convertible Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accumulated and unpaid dividends per share of Convertible Preferred Stock and such class or series of Parity Stock (which shall not include any accumulation in respect of unpaid dividends on such other class or series of Parity Stock for prior dividend periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other.

(h)

The Corporation shall not permit any Subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of Capital Stock of the Corporation unless the Corporation could, in accordance with Section IIIA(4)(g), purchase or otherwise acquire such shares at such time and in such manner (such provisions described in this Section IIIA(4)(h) and in Section IIIA(4)(g) above, the “Dividend Blocker Provisions”).

(i)

Any accumulated and unpaid dividends shall accumulate additional dividends (“Compounded Dividends”) at the then-current Dividend Rate until paid, compounded quarterly, to, but excluding, the payment date.

(j)

Holders of shares of the Convertible Preferred Stock are not entitled to any dividends in excess of the full cumulative dividends (including Compounded Dividends) on the Convertible Preferred Stock as described herein.

(k)

Notwithstanding anything to the contrary in the Articles of Incorporation (including this Article IIIA), except in the case of a Dividend Deficiency Event, all accumulated and unpaid dividends (including Compounded Dividends thereon), whether or not declared, shall be paid on the June 1, 2022 Dividend Payment Date, whether or not there is a Successful Remarketing, to the holders of the shares of Convertible Preferred Stock as of the Record Date immediately preceding such Dividend Payment Date. If a Dividend Deficiency Event occurs, following the Final Remarketing (whether a Successful Remarketing or an Unsuccessful Remarketing), the Corporation shall have no obligation to pay the then accumulated but unpaid dividends on the Convertible Preferred Stock on the June 1, 2022 Dividend Payment Date to the holders of the shares of Convertible Preferred Stock as of the Record Date immediately preceding such Dividend Payment Date. However, the right to receive such accumulated but unpaid dividends (including Compounded Dividends thereon) shall continue to exist (and shall continue to compound) with respect to such Convertible Preferred Stock notwithstanding such Remarketing, and such dividends shall be payable to the holders of such Convertible Preferred Stock as of the Record Date for the Dividend Payment Date on which such dividends are subsequently declared and paid (if ever).

(5)

Method of Payment of Dividends.

(a)

Subject to the limitations described in this Section IIIA(5), the Corporation may pay any dividend (or any portion of any dividend) on the Convertible Preferred Stock (whether or not for a current Dividend Period or any prior Dividend Period) and any Compounded Dividends, determined in the sole discretion of the Board of Directors: (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) through any combination of cash and shares of Common Stock.

(b)

Each dividend shall be paid in cash, except to the extent the Corporation timely elects to make all or any portion of such dividend in shares of Common Stock.  The Corporation shall give notice to holders of the Convertible Preferred Stock of any such election and the portions of such dividend that will be made in cash and in Common Stock no later than eight

Scheduled Trading Days prior to the Dividend Payment Date for such dividend.

(c)

Any shares of Common Stock issued in payment or partial payment of a dividend shall be valued for such purpose at the applicable Five-Day Average Price, multiplied by 97%.

(d)

No fractional shares of Common Stock shall be delivered by the Corporation to holders of the Convertible Preferred Stock in payment or partial payment of a dividend.  A cash adjustment shall be paid by the Corporation to each holder of Convertible Preferred Stock that would otherwise be entitled to receive a fraction of a share of Common Stock based on (x) the Five-Day Average Price and (y) the aggregate number of shares of Convertible Preferred Stock held by such holder (or if such holder’s shares of Convertible Preferred Stock are in the form of Global Preferred Shares, based on the applicable procedures of the Depositary for determining such number of shares).

(e)

To the extent that the Corporation, in its reasonable judgment, determines that a Registration Statement is required in connection with the issuance of, or for resales of, Common Stock issued as a dividend, the Corporation shall, to the extent such a Registration Statement is not currently filed and effective, use its reasonable best efforts to file and maintain the effectiveness of such a Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tradable under Rule 144 by non-Affiliates of the Corporation without registration.  To the extent applicable, the Corporation shall also use its reasonable best efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the New York Stock Exchange (or if the Common Stock is not then listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed).

(f)

Any dividends paid in shares of Common Stock shall be subject to the listing standards of the New York Stock Exchange, if applicable.

(6)

Liquidation Preference.

(a)

In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock (with respect to liquidation rights), holders of Convertible Preferred Stock shall be entitled to receive $1,000 per share of Convertible Preferred Stock (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not authorized or declared), accumulated and unpaid thereon, if any, up to, but excluding, the date of final distribution to such holders, but subject to the prior payment in full of all the Corporation’s liabilities and the payment of Senior Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, are insufficient to pay in full the preferential amount aforesaid and liquidating payments on Convertible Preferred Stock and any other Parity Stock (with respect to liquidation rights only), then such assets, or the proceeds thereof, shall be distributed among the holders of the Convertible Preferred Stock and any other Parity Stock (with respect to liquidation rights) ratably in proportion to the respective amounts that would be payable on such shares of Convertible Preferred Stock and any such other Parity Stock (with respect to liquidation rights) as if all amounts payable thereon were paid in full.

(b)

The Corporation shall instruct the Depositary to notify its participants, or if the Depositary or its nominee is not the sole registered owner of the then outstanding Convertible Preferred Stock, send a written notice by first class mail to each holder of record of the Convertible Preferred Stock at such holder’s registered address, of any event triggering the right to receive a distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c)

Neither the consolidation or merger of the Corporation with or into any other Person, nor the voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or assets shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

(d)

Subject to the rights of the holders of any Parity Stock (with respect to liquidation rights), after payment has been made in full to the holders of the Convertible Preferred Stock, as provided in this Section IIIA(5), holders of Junior Stock (with respect to liquidation rights) shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Convertible Preferred Stock shall not be entitled to share therein.

(7)

No Maturity.  The Convertible Preferred Stock has no maturity date or mandatory conversion date.

(8)

Optional Redemption of the Convertible Preferred Stock.  Shares of Convertible Preferred Stock shall be redeemable by the Corporation in accordance with this Section IIIA(8).

(a)

The Corporation does not have the right to redeem any shares of Convertible Preferred Stock before September 1, 2022.  On or after September 1, 2022 (the “First Redemption Date”), the Corporation shall have the option to redeem, subject to Section IIIA(8)(k) hereof, some or all the shares of the Convertible Preferred Stock at the Redemption Price.  The Redemption Price shall be paid solely in cash.

(b)

In the event the Corporation elects to redeem shares of Convertible Preferred Stock, the Corporation shall:

(i)

provide, not fewer than 25 Scheduled Trading Days nor more than 90 calendar days prior to the Redemption Date, to the Depositary a written notice (the “Redemption Notice”) stating, and instruct the Depositary to notify its participants of:

(A)

the Redemption Date;

(B)

the Redemption Price;

(C)

the Settlement Method of the Convertible Preferred Stock if the holder elects to convert;

(D)

the name and address of the Paying Agent and Conversion Agent;

(E)

that shares of Convertible Preferred Stock called for redemption may be converted pursuant to Section IIIA(9) at any time before the close of business on the Business Day immediately preceding the Redemption Date;

(F)

if fewer than all the Outstanding shares of the Convertible Preferred Stock are to be redeemed by the Corporation, the number of shares to be redeemed;

(G)

that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of Convertible Preferred Stock called for redemption will cease to accumulate on and after the Redemption Date;

(H)

the CUSIP number of the Convertible Preferred Stock; and

(I)

any other information the Corporation wishes to present;

(ii)

(A) issue a press release containing the information set forth in Section IIIA(8)(b)(i) and (B) publish such information on the Corporation’s website; and

(iii)

if the Depositary or its nominee is not the sole registered owner of the then outstanding Convertible Preferred Stock, send the Redemption Notice by first class mail to each holder of record of the Convertible Preferred Stock at such holder’s registered address; provided, however, that such Redemption Notice shall also state that the certificates evidencing the shares of the Convertible Preferred Stock called for redemption must be surrendered to the Paying Agent to collect the Redemption Price.

(c)

The Corporation shall not give any Redemption Notice prior to the earlier of a Remarketing Settlement Date and the Purchase Contract Settlement Date.

(d)

If the Corporation gives a Redemption Notice, then, by 12:00 p.m., New York City time, on the Redemption Date, to the extent sufficient funds are legally available, the Corporation shall, with respect to:

(i)

shares of the Convertible Preferred Stock registered in the name of the Depositary or its nominee, deposit or cause to be deposited, irrevocably with the Depositary cash sufficient to pay the Redemption Price; and

(ii)

shares of the Convertible Preferred Stock registered in the name of any holder other than the Depositary or its nominee, deposit or cause to be deposited, irrevocably with the Paying Agent cash sufficient to pay the Redemption Price and give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock upon surrender to the Paying Agent of their certificates evidencing their shares of the Convertible Preferred Stock.

(e)

If on the Redemption Date, the Depositary and/or the Paying Agent holds or hold money sufficient to pay the Redemption Price for the shares of Convertible Preferred Stock to be redeemed, dividends shall cease to accumulate as of the Redemption Date on those shares of the Convertible Preferred Stock called for redemption and all rights of holders of such shares shall terminate, except for the right to receive the Redemption Price pursuant to this Section IIIA(8) (and accumulated and unpaid dividends pursuant to clause (h) below, if applicable), and such shares shall no longer be deemed to be Outstanding and any appropriate annotation on the certificates representing such shares to reflect such reduced balance shall be made.

(f)

Payment of the Redemption Price for shares of the Convertible Preferred Stock of which the Depositary (or its nominee) is not the sole registered owner is conditioned upon surrender of certificates representing such Convertible Preferred Stock, together with necessary endorsements, to the Paying Agent at any time after delivery of the Redemption Notice.

(g)

Payment of the Redemption Price for shares of the Convertible Preferred Stock shall be made on the Redemption Date, subject to Section IIIA(8)(f).

(h)

If the Redemption Date falls after a Record Date and before the related Dividend Payment Date, holders of the shares of Convertible Preferred Stock at the close of business on that Record Date shall be entitled to receive the full dividend payable on those shares on the corresponding Dividend Payment Date.

(i)

If fewer than all the Outstanding shares of Convertible Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot, on a pro rata basis (with any fractional shares being rounded to the nearest whole share), or any other method as may be determined by the Board of Directors to be fair and appropriate.

(j)

Upon surrender of a certificate or certificates representing shares of the Convertible Preferred Stock that is or are redeemed in part, the Corporation shall execute, and the Transfer Agent shall authenticate and deliver to the holder, a new certificate or certificates representing shares of the Convertible Preferred Stock in an amount equal to the unredeemed portion of the shares of Convertible Preferred Stock surrendered for partial redemption.

(k)

Notwithstanding the foregoing provisions of this Section IIIA(8), the Corporation shall not authorize, issue a press release or give a Redemption Notice unless (A) the Corporation has funds legally available for the payment of the aggregate Redemption Price and (B) prior to giving such notice, (i) all accumulated and unpaid dividends on the Convertible Preferred Stock (whether or not declared and including Compounded Dividends, if any) for Dividend Periods ended prior to the date of such notice shall have been or contemporaneously are declared and paid and (ii) if the Redemption Date occurs following a Record Date and prior to the related Dividend Payment Date, the full cash dividend for the related Dividend Period has been declared and sufficient funds have been set aside for payment of such dividend.

(9)

Conversion.

(a)

Right to Convert.  Shares of Convertible Preferred Stock corresponding to Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units cannot be converted.  Only Independent Shares can be converted.  Subject to and upon compliance with the provisions of this Section IIIA(9), (x) each holder of an Independent Share shall have the right, at such holder’s option, to convert such share subject to satisfaction of the condition described in ‎clause (i) below, at any time prior to the close of business on the Business Day immediately preceding June 1, 2022 under the circumstances and during the periods set forth in clause (i) below, and (y) at any time on or after June 1, 2022, each holder of a share of Convertible Preferred Stock shall have the right, at such holder’s option, to convert such share regardless of the conditions described in‎ clause (i) below, in each case, at the Conversion Rate per share of Convertible Preferred Stock (subject to and in accordance with clause (d) below). Notwithstanding the foregoing, if any shares of Convertible Preferred Stock are called for redemption pursuant to Section IIIA(8), such conversion right shall cease and terminate, as to the shares of the Convertible Preferred Stock to be redeemed, at the close of business on the Business Day immediately preceding the Redemption Date, unless the Corporation shall default in the payment of the Redemption Price therefor, as provided herein.

(i)

If a transaction or event that constitutes a Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 1, 2022, all or any integral number of a holder’s Independent Shares may be surrendered for conversion at any time during the related Fundamental Change Period (such right of conversion, the “Fundamental Change Conversion Right”).

(b)

Conversion Procedures.

(i)

Conversion of Independent Shares may be effected by any holder thereof (A) if such holder’s shares of Convertible Preferred Stock are in certificated form, upon the surrender to the Corporation, at the principal office of

the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors Designee, of the certificate or certificates, if any, for such shares of the Convertible Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Convertible Preferred Stock certificate attached hereto as Exhibit A) along with (x) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent and (y) if required pursuant to Section IIIA(9)(c), funds equal to the dividend payable on the next Dividend Payment Date or (B) if such holder’s shares of Convertible Preferred Stock are in the form of Global Preferred Shares, by (x) complying with the procedures of the Depositary in effect at that time and (y) if required pursuant to Section IIIA(9)(c), delivering funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Convertible Preferred Stock pursuant hereto.  The conversion of the Convertible Preferred Stock will be deemed to have been made as of the close of business on the date (the “Conversion Date”) the foregoing procedures have been complied with.  As promptly as practicable after the Conversion Date with respect to any shares of Convertible Preferred Stock, the Corporation shall reflect in its stock records the cancellation of the Convertible Preferred Stock that is being converted and the issuance of such number of validly issued, fully paid and non-assessable shares of Common Stock to which the holders of such shares of the Convertible Preferred Stock are entitled as a result of the conversion, if any, as of such Conversion Date (in the case any Physical Settlement) or the final day of the Observation Period (in the case of Combination Settlement). If any Common Stock to be issued upon conversion is certificated, promptly after the issuance of

the Common Stock certificate (or, if the Convertible Preferred Stock is certificated, promptly after, and in any case no later than (q) two Business Days after the surrender of the certificates representing the shares that are converted (in the case of Physical Settlement) and (r) two Business Days after the later of the surrender of the certificates representing the shares that are converted and the final day of the Observation Period (in the case of Combination Settlement)), the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if the Convertible Preferred Stock is then certificated and less than the full number of shares of the Convertible Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted.  As of the close of business on the Conversion Date, the rights of the holder of the Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock.

(c)

Dividend and Other Payments Upon Conversion.

(i)

Upon settlement of a conversion of the Convertible Preferred Stock and subject to the immediately succeeding paragraph, a holder shall not receive cash payment of accumulated and unpaid dividends and the Corporation shall not make any payments in respect of or adjust the Conversion Rate to account for accumulated and unpaid dividends to the Conversion Date except as provided in Section IIIA(10)(a).

(ii)

If a holder of shares of Convertible Preferred Stock exercises its conversion rights, such shares shall cease to accumulate dividends as of the end of the day immediately preceding the Conversion Date.  Upon conversion of the Convertible Preferred Stock, except for conversion during the period from the close of business

on any Record Date corresponding to a Dividend Payment Date to the open of business on such Dividend Payment Date, in which case the holder on such Record Date shall receive the dividends payable on such Dividend Payment Date, accumulated and unpaid dividends on the converted share of Convertible Preferred Stock shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of any cash and/or Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Convertible Preferred Stock being converted pursuant to the provisions hereof.  Shares of the Convertible Preferred Stock surrendered for conversion after the close of business on any Record Date for the payment of dividends declared and before the opening of business on the Dividend Payment Date corresponding to that Record Date must be accompanied by a payment to the Corporation in cash of an amount equal to the dividend payable in respect of those shares on such Dividend Payment Date; provided that no such payment shall be required (1) if the Corporation has specified a Redemption Date that is after a Record Date and on or prior to the corresponding Dividend Payment Date or (2) if the Corporation has specified a Fundamental Change Conversion Deadline that is after a Record Date and on or prior to the corresponding Dividend Payment Date.

(d)

Settlement Upon Conversion.

(i)

Upon conversion of any Convertible Preferred Stock, the Corporation shall pay or deliver, as the case may be, to converting holders, either cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“Combination Settlement”), at its election, subject to the requirements set forth in this Section IIIA(9).

(ii)

The Corporation shall use the same Settlement Method for all conversions with the same Conversion Date, but the Corporation shall not have any obligation to use the same Settlement Method with respect to conversions occurring on different Conversion Dates, except that the Corporation shall use the same Settlement Method for (A) all conversions following a Redemption Notice to, and including, the related Redemption Date, regardless of the Conversion Date and (B) all conversions in connection with a Fundamental Change. If the Corporation elects a Settlement Method, it shall inform holders so converting through the Conversion Agent of such Settlement Method it has selected no later than the second Business Day immediately following the related Conversion Date; provided that (x) in the case of any conversions of Convertible Preferred Stock following a Redemption Notice to, and including, the Business Day immediately preceding the related Redemption Date, the Corporation shall elect the Settlement Method specified in such Redemption Notice and (y) in the case of a conversion in connection with a Fundamental Change, the Corporation shall elect the Settlement Method in the Fundamental Change Company Notice. If the Corporation elects Combination Settlement, but does not timely notify converting holders of the Specified Dollar Amount per share of Convertible Preferred Stock, such Specified Dollar Amount shall be deemed to be $1,000. If the Corporation does not timely provide notice electing a Settlement Method in respect of any conversion of the Convertible Preferred Stock, it shall be deemed to have elected Combination Settlement and the Specified Dollar Amount per share of Convertible Preferred Stock shall be equal to $1,000.

(iii)

The cash, shares of Common Stock or combination of cash and shares of Common Stock to be paid and/or delivered to converting holders of Convertible Preferred Stock (the “Settlement Amount”) shall be computed as follows:

(A)

if the Corporation elects Physical Settlement, the Corporation shall deliver to the converting holder a number of shares of Common Stock equal to the

product of (1) the number of shares of Convertible Preferred Stock to be converted, and (2) the applicable Conversion Rate;

(B)

if the Corporation elects Cash Settlement, the Corporation shall deliver to the converting holder, in respect of the Liquidation Preference per share of Convertible Preferred Stock, cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period; and

(C)

if the Corporation elects (or is deemed to have elected) Combination Settlement, the Corporation shall pay or deliver to the converting holder, in respect of the Liquidation Preference per share of the Convertible Preferred Stock, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the related Observation Period.

(iv)

If the Corporation elects Physical Settlement in respect of a conversion, the Corporation shall deliver the Settlement Amount to converting holders on the second Trading Day following the Conversion Date, but such holders will be deemed to be the owners of the shares of Common Stock included in the Settlement Amount as of the close of business on the Conversion Date. If the Corporation elects Cash Settlement or Combination Settlement, the Corporation shall pay or deliver, as the case may be, the Settlement Amount to converting holders on the second Trading Day following the final Trading Day of the relevant Observation Period and such converting holders will be deemed to be the owners of any of the shares of Common Stock included in the Settlement Amount (if any) on the last Trading Day of the relevant Observation Period.

(e)

Fractional Shares.  In connection with the conversion of any shares of the Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Corporation shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest multiplied by the

Daily VWAP of the Common Stock on the Conversion Date (in the case of Physical Settlement) or the Daily VWAP of the Common Stock on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement) rounded to the nearest whole cent.

(f)

Total Shares.  If more than one share of the Convertible Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those shares shall be computed on the basis of the total number of shares of the Convertible Preferred Stock so surrendered.

(g)

Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.  The Corporation shall:

(i)

at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as shall from time to time be sufficient to permit the conversion of all Outstanding shares of the Convertible Preferred Stock (assuming for such purposes, that Physical Settlement is applicable to all conversions);

(ii)

prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Convertible Preferred Stock in respect of dividends thereon, comply with all applicable federal and state laws and regulations that require action to be taken by the Corporation (including, without limitation, the registration or approval, if required, of any shares of Common Stock to be provided for the purpose of conversion of the Convertible Preferred Stock hereunder or in respect of dividends thereon); and

(iii)

ensure that all shares of Common Stock delivered upon conversion of the Convertible Preferred Stock, if any, and in respect of dividends thereon, if any, will, in each case, upon delivery, be duly and validly issued, fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

(10)

Adjusted Conversion Rate Upon a Fundamental Change.

(a)

If a Fundamental Change occurs, the Stock Price is less than the Conversion Price and a holder of Convertible Preferred Stock elects to convert Independent Shares in connection with such Fundamental Change, such conversion shall be at an adjusted Conversion Rate that shall be equal to (i) the Liquidation Preference per share of Convertible Preferred Stock plus all accumulated and unpaid dividends thereon, if any, to, but excluding, the Fundamental Change Settlement Date (unless the Conversion Date for a share of Convertible Preferred Stock occurs after the Record Date for the payment of declared dividends and prior to the related Dividend Payment Date, in which case the Conversion Rate calculation for such share under this clause (a) shall not include accumulated and unpaid dividends that shall be paid to holders of record on such Record Date as set forth in Section IIIA(9)(c) above), divided by (ii) the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the second Business Day prior to the Fundamental Change Settlement Date (or, in the case of a Fundamental Change described in clause (b) of the definition of Fundamental Change where the holders of the Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of Common Stock) (such average price or cash amount, as the case may be, the “Fundamental Change Settlement Price”). Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 27.0599 shares of Common Stock per share of Convertible Preferred Stock (which is approximately equal to the Liquidation Preference per share of Convertible Preferred Stock divided by 50% of the Reference Price), subject to adjustment in accordance with Section IIIA(11) and increase in accordance with Section IIIA(12), in each case, in a manner corresponding to the relevant adjustment or increase to the Conversion Rate. A conversion of the Convertible Preferred Stock shall be deemed for these purposes to be “in connection with” such Fundamental Change (regardless of the Stock Price) if the Conversion Date occurs from, and including, the Effective Date of such Fundamental Change to, and including, the Fundamental Change Conversion Deadline.

(b)

The Reference Price shall be adjusted as of any date on which the Conversion Rate of the Convertible Preferred Stock is adjusted. The adjusted Reference Price will equal the Reference Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the Conversion Rate as so adjusted.

(c)

The Corporation shall send a notice to holders of the Convertible Preferred Stock of a Fundamental Change within five Business Days after the Effective Date of the Fundamental Change (the “Fundamental Change Company Notice”). Such Fundamental Change Company Notice shall state:

(i)

the events constituting the Fundamental Change;

(ii)

the Effective Date of the Fundamental Change;

(iii)

the last date on which the holder of Convertible Preferred Stock may exercise the Fundamental Change Conversion Right (such date, the “Fundamental Change Conversion Deadline”), which shall be a date no less than 20 Business Days nor more than 35 Business Days after the Effective Date of such Fundamental Change, provided that if any Purchase Contracts are outstanding at the time the Corporation gives the Fundamental Change Company Notice, such date shall not be less than 10 Business Days following the early settlement date the Corporation specifies for the purchase contracts as described in the Purchase Contract and Pledge Agreement (the period from the Effective Date of a Fundamental Change to, and including, the Fundamental Change Conversion Deadline, the “Fundamental Change Period”);

(iv)

the name and address of the Paying Agent and the Conversion Agent;

(v)

the Conversion Rate and any adjustment to the Conversion Rate that will result from the Fundamental Change, or if the Stock Price is less than the Conversion

Price, the formula for determination of the Conversion Rate;

(vi)

the procedures that the holder of Convertible Preferred Stock must follow to exercise the Fundamental Change Conversion Right; and

(vii)

if the Stock Price is less than the Conversion Price, the Fundamental Change Settlement Date; and

(viii)

the Settlement Method for all conversions during the Fundamental Change Period, including, in the case of Combination Settlement, the amount of cash per share of Convertible Preferred Stock the Corporation will pay in settlement of any such conversions.

(d)

To exercise the Fundamental Change Conversion Right, a holder of the Convertible Preferred Stock must convert its Independent Shares in accordance with Section IIIA(9)(a)(i) and Section IIIA(9)(b).

(e)

If the Stock Price is less than the Conversion Price, then notwithstanding Section IIIA(9)(d) hereof, the Corporation can elect, pursuant to Section IIIA(9)(d)(ii), to settle conversions in connection with a valid exercise of the Fundamental Change Conversion Right through Cash Settlement, Combination Settlement or Physical Settlement, as follows:

(i)

the Corporation shall settle any conversions during the Fundamental Change Period on the Fundamental Change Settlement Date;

(ii)

if the Corporation has validly elected Physical Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, a number of shares of Common Stock (and cash in lieu of any fractional shares) equal to the Conversion Rate (as adjusted pursuant to this Section IIIA(10));

(iii)

if the Corporation has validly elected Cash Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the

Convertible Preferred Stock, an amount of cash equal to the Conversion Rate (as adjusted pursuant to this Section IIIA(10)) multiplied by the Fundamental Change Settlement Price; and

(iv)

if the Corporation has validly elected (or is deemed to have elected) Combination Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, in addition to the amount of cash per share of Convertible Preferred Stock specified in the Fundamental Change Company Notice, a number of shares of Common Stock (and cash in lieu of any fractional shares) equal to a fraction, the numerator of which is (X) the Conversion Rate (as adjusted pursuant to this Section IIIA(10)) multiplied by the Fundamental Change Settlement Price minus (Y) the amount of cash per share specified in the Fundamental Change Company Notice, and the denominator of which is the Fundamental Change Settlement Price.

(f)

The Corporation shall, to the extent applicable, comply with the listing standards of the New York Stock Exchange in connection with the issuance of Common Stock upon any exercise of the Fundamental Change Conversion Right.

(g)

Nothing in this Section IIIA(10) shall prevent an adjustment to the Conversion Rate pursuant to Section IIIA(11) in respect of a Fundamental Change or any increase to the Conversion Rate pursuant to Section IIIA(12).

(11)

Conversion Rate Adjustments.  The Conversion Rate shall be adjusted from time to time by the Corporation for any of the following events that occur following the Initial Issue Date:

(a)

If the Corporation issues Common Stock as a dividend or distribution on its Common Stock to all or substantially all holders of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

(b)

If the Corporation distributes to all holders of Common Stock any rights, warrants or options entitling them for a period of not more than 45 days after the date of distribution thereof to subscribe for or purchase Common Stock, in any case at an exercise price per share of Common Stock less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of such distribution, the Conversion Rate shall be increased based on the following formula:

(c)

If the Corporation distributes shares of Capital Stock of the Corporation, evidences of indebtedness or other assets or property of the Corporation to all holders of Common Stock, excluding:

(i)

dividends, distributions, rights, warrants or options as to which an adjustment to the Conversion Rate was effected in paragraph (a) or (b) above;

(ii)

dividends or distributions paid exclusively in cash; and

(iii)

Spin-Offs described below in this paragraph (c),

(d)

If any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.9175 per share (the “Initial Dividend Threshold”), the Conversion Rate shall be adjusted based on the following formula:

(e)

If the Corporation or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Sale Price of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

(f)

The Corporation may make such increases to the Conversion Rate in addition to those required by this Section IIIA(11) as it

considers to be advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to purchase Common Stock) or from any event treated as such for income tax purposes.  To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 Business Days and the increase is irrevocable during the period and the Corporation determines that such increase would be in its best interests.  Whenever the Conversion Rate is increased pursuant to either of the two immediately preceding sentences, the Corporation shall mail to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register a notice of the increase at least 15 calendar days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i)

All required calculations shall be made to the nearest cent or 1/10,000th of a share, as the case may be. The Corporation shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate. However, the Corporation shall carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried-forward adjustments (x) when all such carried-forward adjustments aggregate to a change of at least 1% in the Conversion Rate and (y) regardless of whether the aggregate adjustment is less than 1% (A) on the Effective Date for any Fundamental Change, (B) on the Conversion Date in respect of any shares of Convertible Preferred Stock for which Physical Settlement applies and (iii) on each Trading Day of any Observation Period in respect of any conversion of Convertible Preferred Stock for which Cash Settlement or Combination Settlement applies.

(ii)

No adjustment to the Conversion Rate shall be made if holders of the Convertible Preferred Stock, as a result of holding the Convertible Preferred Stock and without conversion thereof, are entitled to participate at the same time as the holders of Common Stock participate in any of the transactions described above as if such holders of

the Convertible Preferred Stock held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the number of shares of Convertible Preferred Stock held by such holders.

(iii)

Whenever the Conversion Rate is adjusted as herein provided, the Corporation shall promptly file with the Conversion Agent an Authorized Officer’s certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment.  Unless and until a responsible officer of the Conversion Agent shall have received such Authorized Officer’s certificate, the Conversion Agent shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect.  Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each holder of Convertible Preferred Stock at its last address appearing in the stock register within twenty (20) days after execution thereof.  Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(iv)

If a Conversion Rate adjustment becomes effective on the Ex-Dividend Date for any dividend or distribution and a holder that has converted its shares of the Convertible Preferred Stock on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of Common Stock as of the related Conversion Date based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, adjustments relating to such Ex-Dividend Date shall not be made for such converting holder. Instead, such holder shall be treated as if such holder were the record owner of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g)

Whenever any provision of this Section IIIA requires the Corporation to calculate the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including any Observation Period, the Five-Day Average Price and the Stock Price and Fundamental Change Settlement Price (if applicable)), the Corporation shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date or the expiration date of the event occurs, at any time during the period when the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

(h)

The Conversion Rate shall not be required to be adjusted except as specifically set forth in this Section IIIA. Without limiting the foregoing, the Conversion Rate shall not be required to be adjusted:

(i)

upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii)

upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director, trustee or consultant benefit plan, employee agreement or arrangement or program of the Corporation;

(iii)

upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;

(iv)

solely for a change in the par value of the Common Stock; or

(v)

for accumulated and unpaid dividends.

(12)

Remarketing.

(a)

Remarketing.  Holders of Separate Shares of Convertible Preferred Stock shall have the rights in respect of any Remarketing as set forth in the Purchase Contract and Pledge Agreement.

(b)

Increased Rates.

(i)

In connection with each Remarketing, the Board of Directors Designee shall determine any Increased Rate after consultation with the Remarketing Agent.

(ii)

In the event of a Successful Remarketing, the Dividend Rate may be increased on the Remarketing Settlement Date to the Increased Dividend Rate as determined by the Board of Directors Designee after consultation with the Remarketing Agent(s). If the Dividend Rate is increased pursuant to a Successful Optional Remarketing, the Increased Dividend Rate shall be the Dividend Rate determined by the Board of Directors Designee, after consultation with the Remarketing Agent, as the rate the Convertible Preferred Stock should bear in order for the net Remarketing proceeds of such Convertible Preferred Stock to have an aggregate market value on the Optional Remarketing Date of at least 100% of the aggregate of the Treasury Portfolio Purchase Price plus the Separate Shares Purchase Price, if any.  If the Dividend Rate is increased pursuant to a Successful Final Remarketing, the Increased Dividend Rate shall be the Dividend Rate determined by the Board of Directors Designee, after consultation with the Remarketing Agent, as the rate the Convertible Preferred Stock should bear in order for the net Remarketing proceeds to equal at least $1,000 multiplied by the aggregate number of shares of Convertible Preferred Stock being remarketed.

(iii)

On the Remarketing Settlement Date of any Successful Remarketing,

(A)

if the Closing Sale Price of the Common Stock on the related Remarketing Date is less than the Reference Price, the Conversion Rate shall increase

to an amount equal to $1,000, divided by 120% of the Closing Sale Price of the Common Stock on such Remarketing Date (rounded to the nearest ten-thousandth share); and

(B)

if the Closing Sale Price of the Common Stock on the related Remarketing Date is greater than or equal to the Reference Price, the Corporation shall not change the Conversion Rate.

(iv)

For the avoidance of doubt, the Corporation shall not decrease the Conversion Rate or the Dividend Rate in connection with a Successful Remarketing.

(v)

Any modified terms of the Convertible Preferred Stock in connection with a Remarketing shall apply to every share of Convertible Preferred Stock, whether or not the holder of such shares elected to participate in the Remarketing.  Dividends shall continue to be payable on the Convertible Preferred Stock quarterly, when, as and if declared by the Board of Directors.

(vi)

The Corporation shall (A) notify each of the Transfer Agent and the Conversion Agent by an Authorized Officer’s certificate delivered to the Transfer Agent and the Conversion Agent and (B) request the Depositary to notify its Depositary Participants holding shares of Convertible Preferred Stock, in each case, of the Increased Rate(s) on the Business Day following the date of a Successful Remarketing.

(vii)

In the event of an Unsuccessful Final Remarketing, an Unsuccessful Optional Remarketing, or if no Applicable Ownership Interests in Convertible Preferred Stock are included in Corporate Units and none of the holders of the Separate Shares of Convertible Preferred Stock elect

to have their shares of Convertible Preferred Stock remarketed in any Remarketing, neither the Dividend Rate nor the Conversion Rate shall be modified.

(viii)

If there is an Unsuccessful Remarketing, the Corporation shall cause a notice of the Unsuccessful Remarketing to be published before the open of business on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow Jones News Service.

(13)

[Reserved]

(14)

Effect of Recapitalizations, Reclassifications and Changes of Common Stock.

(a)

The following events are defined as “Reorganization Events”:

(i)

any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);

(ii)

any consolidation, merger or combination involving the Corporation;

(iii)

any sale, lease or other transfer to another Person of the consolidated assets of the Corporation and its Subsidiaries substantially as an entirety; or

(iv)

any statutory exchange of the Common Stock;

(b)

At and after the effective time of a Reorganization Event, the Conversion Rate shall be determined by reference to the value of an Exchange Property Unit, and the Corporation shall deliver, upon settlement of any conversion of Convertible Preferred Stock, a number of Exchange Property Units equal to

the number of shares of Common Stock that the Corporation would otherwise be required to deliver. However, at and after the effective time of the Reorganization Event, (i) the Corporation shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Convertible Preferred Stock in accordance with Section IIIA(9)(d) and (ii)(x) any amount payable in cash upon conversion of the Convertible Preferred Stock in accordance with Section IIIA(9)(d) shall continue to be payable in cash, (y) any shares of Common Stock that the Corporation would have been required to deliver upon conversion of Convertible Preferred Stock in accordance with Section IIIA(9)(d) shall instead be deliverable in the amount and type of Exchange Property that a holder of that number of shares of Common Stock would have been entitled to receive in such transaction and (z) the Daily VWAP and Fundamental Change Settlement Price shall be calculated based on the value of an Exchange Property Unit that a holder of one share of Common Stock would have received in such transaction.

(c)

In the event holders of Common Stock (other than any Constituent Person or Affiliate thereof) have the opportunity to elect the form of consideration to be received in such transaction, the Exchange Property Unit that holders of the Convertible Preferred Stock are entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Corporation shall notify holders of the weighted average as soon as practicable after such determination is made.

(d)

If the holders in a Reorganization Event receive only cash in such transaction, then notwithstanding anything herein to the contrary for all conversions that occur after the effective date of such transaction (other than as set forth in Section IIIA(10)(e) above for conversions in connection with a Fundamental Change where the relevant Stock Price is less than the Conversion Price) (i) the consideration due upon conversion of each share of Convertible Preferred Stock shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date, multiplied by the price paid per share of Common Stock in such transaction and (ii) the Corporation shall satisfy its conversion obligation by paying

cash to converting holders on the second Scheduled Trading Day immediately following the Conversion Date.

(e)

In connection with any Reorganization Event, the Corporation shall amend this Section IIIA (1) to provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments described under Section IIIA(11) above, (2) in the case of any transaction that results in the common equity of any entity other than the Corporation (or, for the avoidance of doubt, the Corporation’s successor in such transaction) being included as Exchange Property, (x) by replacing references to the “Corporation” (and similar references) in the definitions of “Fundamental Change” with references to that other entity and (y) by causing the Dividend Blocker Provisions to apply to that other entity, with its equity securities being deemed stock ranking junior to the Convertible Preferred Stock for this purpose and (3) to include such additional provisions to protect the interests of the holders of Convertible Preferred Stock as the Board of Directors reasonably considers necessary by reason of the foregoing.  The Corporation shall not become party to any Reorganization Event unless its terms are consistent with the foregoing.

(f)

In connection with any adjustment to the Conversion Rate pursuant to this Section IIIA(14), the Corporation shall also adjust the Initial Dividend Threshold based on the number of shares of Common Stock comprising the Exchange Property and (if applicable) the value of any non-stock consideration comprising the Exchange Property.  If the Exchange Property is composed solely of non-stock consideration, the Initial Dividend Threshold shall be zero.

(g)

The Corporation shall cause notice of the application of this Section IIIA(14) to be delivered to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register within twenty (20) days after the occurrence of any of the events specified in Section IIIA(14)(a) and shall publish such information on its website.  Failure to deliver such notice shall not affect the legality or validity of any conversion right pursuant to this Section IIIA(14).

(h)

The above provisions of this Section IIIA(14) shall similarly apply to successive Reorganization Events, and the provisions

of Section IIIA(11) shall apply to any shares of Capital Stock received by the holders of Common Stock in any such Reorganization Event.

(15)

Rights Issued in Respect of Common Stock Issued Upon Conversion.  If the Corporation has in effect a rights plan while any shares of Convertible Preferred Stock remain outstanding, holders of Convertible Preferred Stock shall receive, upon a conversion of Convertible Preferred Stock, in addition to shares of Common Stock, if any, rights under the Corporation’s shareholder rights agreement unless, prior to such conversion, the rights have separated from the Common Stock, in which case the Conversion Rate shall be adjusted at the time of separation as if the Corporation had distributed to all holders of the Common Stock, Capital Stock of the Corporation (other than Common Stock), evidences of indebtedness, the Corporation’s assets or properties pursuant to Section IIIA(11)(c) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights.

(16)

Voting Rights.

(a)

The holders of record of shares of the Convertible Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this Section IIIA(16), as otherwise provided in the Articles of Incorporation or as otherwise provided by law.

(b)

The affirmative vote of holders of at least two-thirds of the Outstanding shares of the Convertible Preferred Stock and all other class or series of Parity Stock upon which like voting rights have been conferred, voting as a single class, in person or by proxy, at an annual meeting of the Corporation’s stockholders or at a special meeting called for the purpose, or by written consent in lieu of such a meeting, shall be required for the following events:

(i)

to authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of Senior Stock, or reclassify any Capital Stock of the Corporation into any such shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any shares of Senior Stock;

(ii)

to alter, repeal or amend any provisions of the Articles of Incorporation so as to materially and adversely affect any right, preference, privilege or voting power of the Convertible Preferred Stock; or

(iii)

to consummate a binding share exchange or reclassification involving the shares of Convertible Preferred Stock or a merger or consolidation of the Corporation with another entity, unless either (A) the shares of Convertible Preferred Stock remain outstanding and have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock immediately prior to such consummation, taken as a whole, or (B) in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, the shares of Convertible Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, such surviving or resulting entity or ultimate parent is organized under the laws of the United States, any state thereof or the District of Columbia and treated as a corporation for U.S. federal income tax purposes, and such preference securities have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock immediately prior to such consummation, taken as a whole;

(c)

So long as such action does not adversely affect the special rights, preferences, privileges or voting powers of the Convertible Preferred Stock, and limitations and restrictions thereof, the Corporation may amend, alter, supplement, or repeal any terms of the Convertible Preferred Stock without the consent of the holders of the Convertible Preferred Stock, for the following purposes:

(i)

to cure any ambiguity or mistake, or to correct or supplement any provision contained in this Article IIIA establishing the terms of the Convertible Preferred Stock that may be defective or inconsistent with any other provision contained in in this Article IIIA;

(ii)

to make any provision with respect to matters or questions relating to the Convertible Preferred Stock that is not inconsistent with the provisions of this Article IIIA establishing the terms of the Convertible Preferred Stock, including, but not limited to, the filing with the Secretary of the State Articles of Amendment to reflect the amended terms (if any) of the Convertible Preferred Stock in connection with a Successful Remarketing;

(iii)

to waive any of the Corporation’s rights with respect thereto; or

(iv)

to make any other change to the terms of the Convertible Preferred Stock;

(d)

If at any time dividends on any shares of Convertible Preferred Stock have not been declared and paid in full for six or more Dividend Periods, whether or not consecutive, then the holders of shares of Convertible Preferred Stock (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable (and with voting rights allocated pro rata based on the liquidation preference of the Convertible Preferred Stock and each such other class or series of Preferred Stock)) shall be entitled to

elect two additional directors of the Corporation (each, a “Convertible Preferred Stock Director”) at the next annual meeting of stockholders (or at a special meeting of the Corporation’s stockholders called for such purpose in the manner described below, whichever is earlier) and each subsequent meeting until all dividends accumulated on the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable have been fully paid or a sum sufficient for payment is set aside for payment. In such a case, the number of directors serving on the Board of Directors shall be increased by two. The term of office of such Convertible Preferred Stock Directors will terminate immediately upon the termination of the right of the holders of Convertible Preferred Stock and such Parity Stock to vote for directors.  Each holder of shares of the Convertible Preferred Stock will have one vote for each share of Convertible Preferred Stock held.  At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Convertible Preferred Stock pursuant to this Section IIIA(16)(d), or if a vacancy shall exist in the office of any Convertible Preferred Stock Director, the Board of Directors may, and upon written request of the holders of record of at least 10% of the Outstanding Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable addressed to the Chairman of the Board of the Corporation shall, call a special meeting of the holders of the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) for the purpose of electing the Convertible Preferred Stock Director(s) that such holders are entitled to elect; provided that, if such written request is received within 90 days before the date fixed for the next annual or special meeting of stockholders, the Board of Directors may disregard the request and the Convertible Preferred Stock Directors shall be elected at such annual or special meeting of stockholders. At any meeting held for the purpose of electing a Convertible Preferred Stock Director, the presence in person or by proxy of the holders of at least a majority of the Outstanding Convertible Preferred Stock shall be required to constitute a quorum of such Convertible Preferred Stock and the

Convertible Preferred Stock Directors shall be elected by a plurality of the votes cast.  Each Convertible Preferred Stock Director shall be entitled to one vote on any matter before the Board of Directors.  Each Convertible Preferred Stock Director shall serve until such director’s successor is duly elected and qualifies or until such director’s right to serve as a director terminates as described above, whichever occurs earlier.  The Convertible Preferred Stock Directors shall agree, prior to their election to office, to resign upon any termination of the right of the holders of Convertible Preferred Stock and Parity Stock having like voting rights to vote as a class for Convertible Preferred Stock Directors as herein provided, and upon such termination, the Convertible Preferred Stock Directors then in office shall forthwith resign and the number of directors serving on the Board of Directors will be reduced accordingly.

(17)

Transfer Agent and Registrar.  The duly appointed transfer agent (the “Transfer Agent”) and Registrar (the “Registrar”) for the Convertible Preferred Stock shall be Broadridge Corporation Issuer Solutions, Inc.  The Corporation may, in its sole discretion, remove the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(18)

Currency.  All shares of Convertible Preferred Stock shall be denominated in U.S. currency, and all payments and distributions thereon or with respect thereto shall be made in U.S. currency.  All references herein to “$”or “dollars” refer to U.S. currency.

(19)

Form.

(a)

Shares of the Convertible Preferred Stock shall be issued in fully registered, certificated form and may be issued in the form of one or more permanent global shares of Convertible Preferred Stock registered in the name of the Depositary or its nominee (each, a “Global Preferred Share”), which shall be substantially in the form set forth in Exhibit A.  Convertible Preferred Stock represented by the Global Preferred Shares will be exchangeable for other certificates evidencing shares of Convertible Preferred Stock only (x) if the Depositary (A) has notified the Corporation that it is unwilling or unable to continue as depository for the Global Preferred Shares or (B) has ceased to be a clearing agency registered under the

Exchange Act and, in either case, a successor depository is not appointed by the Corporation within 90 days after such notice or cessation, (y) if the Corporation determines at any time that the shares of Convertible Preferred Stock shall no longer be represented by Global Preferred Shares, in which case it shall inform the Depositary of such determination, or (z) following the request of a beneficial owner of Convertible Preferred Stock seeking to exercise or enforce its rights with respect to its shares of Convertible Preferred Stock. In any such case, such new certificates evidencing shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Person specified by the Depositary in a written instrument to the Registrar. Except as provided above, owners of beneficial interest in a Global Preferred Share will not be entitled to receive certificates evidencing shares of Convertible Preferred Stock.  Unless and until such Global Preferred Share is exchanged for other certificates evidencing shares of Convertible Preferred Stock, Global Preferred Shares may be transferred, in whole but not in part, and any payments on the Convertible Preferred Stock shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Corporation or to a nominee of such successor Depositary.

(b)

To the extent permitted by applicable procedures of the Depositary, certificates evidencing shares of the Convertible Preferred Stock may be issued to represent fractional shares with a Liquidation Preference of $100 and integral multiples of $100 in excess thereof.

(20)

Reissuance and Retirement. Shares of Convertible Preferred Stock that have been redeemed or converted in accordance herewith or automatically delivered to the Corporation following an Unsuccessful Final Remarketing pursuant to the Purchase Contract and Pledge Agreement, in each case, shall be retired and shall not be reissued as shares of Convertible Preferred Stock hereunder, but the number of shares so retired shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation.

(21)

Paying Agent and Conversion Agent.

(a)

The Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Convertible Preferred Stock may be presented for payment (the “Paying Agent”) and (ii) an office or agency where Convertible Preferred Stock may be presented for conversion (the “Conversion Agent”).  The Transfer Agent shall act as Paying Agent and Conversion Agent, unless another Paying Agent or Conversion Agent is appointed by the Corporation.  Initially, Deutsche Bank Trust Company Americas is appointed by the Corporation as the Paying Agent and Conversion Agent. The Corporation may appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine.  The term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent. The Corporation may change any Paying Agent or Conversion Agent without prior notice to any holder.  The Corporation shall notify the Registrar of the name and address of any Paying Agent or Conversion Agent appointed by the Corporation.  If the Corporation fails to appoint or maintain another entity as Paying Agent or Conversion Agent, the Registrar shall act as such. The Corporation or any of its Affiliates may act as Paying Agent, Registrar or Conversion Agent.

(b)

Payments due on the Convertible Preferred Stock shall be payable at the office or agency of the Corporation maintained for such purpose in The City of New York and at any other office or agency maintained by the Corporation for such purpose. Payments shall be payable by United States dollar check drawn on, or wire transfer (provided that appropriate wire instructions have been received by the Registrar at least 15 days prior to the applicable date of payment) to a U.S. dollar account maintained by the holder with, a bank located in New York City; provided that at the option of the Corporation, payment of dividends may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Convertible Preferred Stock register.  Notwithstanding the foregoing, payments due in respect of the Global Preferred Shares shall be payable by wire transfer of immediately available funds in accordance with the procedures of the Depositary.

(22)

Headings.  The headings of the subsections of this Article IIIA are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

(23)

Rights of Holders. No person or entity, other than the person or entity in whose name a certificate representing the Convertible Preferred Stock is registered, shall have any rights hereunder or with respect to the Convertible Preferred Stock, the Corporation shall recognize the registered owner thereof as the sole owner for all purposes, and no other person or entity (other than the Corporation) shall have any benefit, right, claim or remedy hereunder.

(24)

Withholding.  Notwithstanding anything to the contrary, the Corporation or any agent of the Corporation shall have the right to deduct and withhold from any payment or distribution (or deemed distribution) made with respect to any share of Convertible Preferred Stock (or the delivery of shares of Common Stock and/or cash upon conversion of Convertible Preferred Stock) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or delivery) under applicable tax law without liability therefor.  To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid (or delivered) to the applicable holder of Convertible Preferred Stock.  In the event the Corporation or any agent of the Corporation previously remitted any

amounts to a governmental entity which was not actually withheld at the source on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) or delivery with respect to any share of Convertible Preferred Stock with respect to an applicable holder of Convertible Preferred Stock, the Corporation and any such agent shall be entitled to offset any such amounts against any future amounts otherwise payable or deliverable to the applicable holder hereunder or under any other instrument or agreement.”

Article IV.

Offices

Article V.

Directors

Article VI.

Limit on Liability and Indemnification

1.

To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a Director or
officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages.

2.

To the full extent permitted and in the manner prescribed by the
Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify a Director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a Director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum or disinterested Directors, to contract in advance to indemnify any Director or officer.

3.

The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or

agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2.

4.

The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

5.

In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 2 of this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.

The provisions of this Article VI shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption.  No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

7.

Reference herein to Directors, officers, employees or agents shall
include former Directors, officers, employees and agents and their
respective heirs, executors and administrators.

¹ 

Include for Global Preferred Shares.

² 

Include for certificated shares.

³ 

Include for Global Preferred Shares.

⁴ 

Include for certificated shares.

⁵ 

Include for Global Preferred Shares.

⁶ 

Include for Global Preferred Shares.

By:

Name:

Title:

By:

Name:

Title:

BROADRIDGE CORPORATION ISSUER SOLUTIONS, INC.,

as Transfer Agent

By:

Name:

Title:

⁷ 

Signature must be guaranteed by an “eligible guarantor institution”(i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program”as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

⁸ 

Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation.

⁹ 

Include for Global Preferred Shares.