A-4
Series A Shares, unless (a) the date of issue of such shares is prior
to the record date for the first Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such shares, or
(b) the date of issue is a Dividend Payment Date or is a date after the record
date for the determination of holders of Series A Shares entitled to receive a
quarterly dividend and before such Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the Series A Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
Series A Shares entitled to receive payment of a dividend or distribution
declared thereon.
Section B. Redemption. The Series A Shares are not redeemable.
Section C. Liquidation, Dissolution or Winding Up. In the event of the
voluntary or involuntary liquidation of the Corporation the "preferential
amount" which the holders of the Series A Shares shall be entitled to receive
out of the assets of the Corporation shall be $1,000 per share plus all accrued
and unpaid dividends and distribution thereon. (1) Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (upon liquidation, dissolution or
winding up) to the Series A Shares unless, prior thereto, the holders of Series
A Shares shall have received $1,000 per share, plus an amount equal to