A-3
to the first Dividend Payment Date, since the first issuance of any
Series A Share. In the event the Corporation shall at any time after July 6,
2000 (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the amounts
to which holders of Series A Shares were entitled immediately prior to such
event under clause (a) and clause (b) of the preceding sentence shall be
adjusted by multiplying each such amount by a fraction the numerator of which is
the number of shares of Common Shares outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(2) The Corporation shall declare a dividend or distribution on the
Series A Shares as provided in paragraph (1) of this Section A immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend or distribution payable in shares of Common Stock); provided, that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Dividend Payment Date and the next
subsequent Dividend Payment Date, a dividend of $0.005 per share of the Series A
Shares shall nevertheless be payable on such subsequent Dividend Payment Date;
and provided, further that nothing contained in this paragraph (2) shall be
construed so as to conflict with any provision relating to the declaration of
dividends contained in the Charter.
(3) Dividends shall begin to accrue and be cumulative on outstanding
Series A Shares from the Dividend Payment Date next preceding the date of issue
of such