Adjustment of conversion price.

The conversion price is subject to adjustment upon the occurrence of any of the following events:

In case the company shall at any time after November 1, 19__ and before December 15, 19__, in the case of the 19__ conversion stock, or before December 15, 19__, in the case of the 19__ conversion stock, (w) declare a dividend or make a distribution on the common stock in shares of its capital stock (whether shares of common stock or of capital stock of any other class), (x) subdivide the outstanding shares of common stock, (y) combine the outstanding shares of common stock into a smaller number of shares, or (z) issue any shares of its capital stock by reclassification of the common stock (including any such reclassification in connection with a consolidation or merger in which the company is the continuing corporation), the conversion price in effect, and the number and kind of shares issuable, at the time of the record date for the dividend or distribution or of the effective date of the subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any outstanding shares of conversion stock surrendered for conversion after that time shall be entitled to receive the aggregate number and kind of shares of capital stock of the company which he or she would have owned or been entitled to receive by virtue of the dividend, distribution, subdivision, combination or reclassification had that conversion stock been converted immediately prior to that time. This adjustment shall be made successively whenever any event listed above shall occur.

In case the company shall at any time after November 1, 19__ and before December 15, 19__, in the case of the 19__ conversion stock, or before December 15, 19__, in the case of the 19__ conversion stock, (y) issue any shares of common stock at a price per share less than the current market price per share of common stock or without consideration, or (z) issue rights or warrants to subscribe for or purchase common stock (or securities convertible into common stock) at a price per share (or having a conversion price per share, if a security convertible into common stock) less than the then current market price per share of common stock or without consideration, the current conversion price to be in effect after that issuance shall be reduced to a price determined by multiplying the conversion price in effect immediately prior to that issuance by a fraction, of which the numerator shall be the number of shares of common stock outstanding on the date of the issuance plus the number of shares of common stock which the aggregate offering price of the total number of shares of common stock so to be offered (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at that current market price and of which the denominator shall be the number of shares of common stock outstanding on the date of the issuance plus the number of additional shares of common stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible), provided that the provisions of the preceding clause of this sentence shall not apply to any issuance of warrants (the "warrants") the terms of which are governed by the warrant Agreement dated as of November 1, 19__, by the company for the benefit of the Banks referred to in that Agreement, or to any issuance of common stock (v) upon the exercise of any warrants, (w) upon the conversion of shares of the company's cumulative convertible preferred stock, Series C, outstanding on October 31, 19__, (x) upon the conversion of shares of 19__ conversion stock or 19__ conversion stock, (y) pursuant to any present or future stock option plan, stock purchase plan or other compensation or benefit plan for employees (including officers) of the company and its subsidiaries or (z) pursuant to any present or future savings or investment plan for those employees or dividend reinvestment plan for shareholders of the company, so long as shares are issued pursuant to that plan for consideration not less than the then current market price of the shares (determined in any reasonable manner). In case the subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of that consideration shall be as determined by the board of directors of the company. Shares of common stock owned by or held for the account of the company or any majority owned subsidiary shall not be deemed outstanding for the purpose of any such computation. The above-described adjustment shall be made successively whenever the date of the issuance is fixed; if the shares or rights or warrants are not so issued, the conversion price shall again be adjusted to be the conversion price which would then be in effect if the date of the issuance had not been fixed, but that subsequent adjustment shall not affect the number of shares of common stock issued upon the conversion of shares of conversion stock prior to the date that adjustment is made.

In case the company shall fix a record date for making a distribution to all holders of common stock (including any such distribution made in connection with a consolidation or merger in which the company is the