<SEC-DOCUMENT>0001193125-13-366624.txt : 20130913
<SEC-HEADER>0001193125-13-366624.hdr.sgml : 20130913
<ACCEPTANCE-DATETIME>20130913162354
ACCESSION NUMBER:		0001193125-13-366624
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20130910
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20130913
DATE AS OF CHANGE:		20130913

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DDR CORP
		CENTRAL INDEX KEY:			0000894315
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				341723097
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11690
		FILM NUMBER:		131096593

	BUSINESS ADDRESS:	
		STREET 1:		3300 ENTERPRISE PARKWAY
		CITY:			BEACHWOOD
		STATE:			OH
		ZIP:			44122
		BUSINESS PHONE:		2167555500

	MAIL ADDRESS:	
		STREET 1:		3300 ENTERPRISE PARKWAY
		CITY:			BEACHWOOD
		STATE:			OH
		ZIP:			44122

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEVELOPERS DIVERSIFIED REALTY CORP
		DATE OF NAME CHANGE:	19940218
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d597145d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, DC 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section 13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of report (Date of earliest event reported): September&nbsp;10, 2013 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>DDR Corp. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name
of Registrant as Specified in Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Ohio</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-11690</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>34-1723097</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or Other Jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of Incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>3300 Enterprise Parkway, Beachwood, Ohio</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>44122</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of Principal Executive Offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (216)&nbsp;755-5500 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
Name or Former Address, if Changed Since Last Report) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction A.2. below): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On
September&nbsp;10, 2013, the Board of Directors (the &#147;Board&#148;) of DDR Corp. (the &#147;Company&#148;) approved the restatement of its Articles of Incorporation and the amendment and restatement of its Code of Regulations, as described
below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company restated its Articles of Incorporation by filing its Third Amended and Restated Articles of Incorporation (the
&#147;Amended and Restated Articles&#148;) with the Secretary of State of the State of Ohio on September&nbsp;13, 2013. The Amended and Restated Articles consolidate all amendments previously filed with the Ohio Secretary of State, inclusive of the
Amendment to the Second Amended and Restated Articles of Incorporation filed May&nbsp;8, 2009 through Amendment No.&nbsp;6 to the Second Amended and Restated Articles of Incorporation filed May&nbsp;15, 2013. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board also adopted an Amended and Restated Code of Regulations of the Company (the &#147;Amended and Restated Code&#148;). The Amended and
Restated Code includes the following principal changes from the Company&#146;s Amended and Restated Code of Regulations previously in effect: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">reflects the current name of the Company; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">includes gender-neutral language; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">expressly authorizes the creation of standing or special subcommittees, in addition to standing or special committees; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">clarifies the duties and powers of the chief executive officer and president if such offices are not held by the same person and makes various conforming changes; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">provides that (i)&nbsp;except as expressly required by law, the Amended and Restated Articles or other provisions of the Amended and Restated Code, at any meetings of shareholders at which a quorum is present, a
majority of votes cast, whether in person or by proxy, on any matter properly brought before such meeting will be the act of the shareholders and (ii)&nbsp;an abstention shall not represent a vote cast; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">deletes inapplicable provisions expressly related to transactions with certain affiliates at the time of the Company&#146;s initial public offering, as such entities are no longer affiliates of the Company.
</TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Amended and Restated Articles and the Amended and Restated Code are filed with this Current Report on Form 8-K as
Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(d) Exhibits </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:28.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>Number</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman"><B>Description</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Third Amended and Restated Articles of Incorporation of the Company</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Code of Regulations of the Company</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="5"><B>DDR CORP.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David E. Weiss</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">David E. Weiss</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President, General Counsel and Secretary</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date: September 13, 2013</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:28.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>Number</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman"><B>Description</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Third Amended and Restated Articles of Incorporation of DDR Corp.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Code of Regulations of DDR Corp.</TD></TR>
</TABLE>
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<DESCRIPTION>EX-3.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>THIRD AMENDED AND RESTATED </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLES OF INCORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DDR CORP. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The undersigned, desiring to form a corporation for profit under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, does hereby
certify: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">FIRST: The name of the Corporation shall be DDR Corp. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">SECOND: The place in the State of Ohio where the principal office of the Corporation is located is Beachwood, Cuyahoga County. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01
to 1701.98, inclusive of the Ohio Revised Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">FOURTH: The authorized number of shares of the Corporation is 611,000,000, consisting of
600,000,000 common shares, $0.10 par value per share (hereinafter called &#147;Common Shares&#148;), 750,000 Class&nbsp;A Cumulative Preferred Shares, without par value (hereinafter called &#147;Class A Shares&#148;), 750,000 Class B Cumulative
Preferred Shares, without par value (hereinafter called &#147;Class B Shares&#148;), 750,000 Class C Cumulative Preferred Shares, without par value (hereinafter called &#147;Class C Shares&#148;), 750,000 Class D Cumulative Preferred Shares, without
par value (hereinafter called &#147;Class D Shares&#148;), 750,000 Class E Cumulative Preferred Shares, without par value (hereinafter called &#147;Class E Shares&#148;), 750,000 Class F Cumulative Preferred Shares, without par value (hereinafter
called &#147;Class F Shares&#148;), 750,000 Class G Cumulative Preferred Shares, without par value (hereinafter called &#147;Class G Shares&#148;), 750,000 Class H Cumulative Preferred Shares, without par value (hereinafter called &#147;Class H
Shares&#148;), 750,000 Class I Cumulative Preferred Shares, without par value (hereinafter called &#147;Class I Shares&#148;), 750,000 Class J Cumulative Preferred Shares, without par value (hereinafter called &#147;Class J Shares&#148;), 750,000
Class K Cumulative Preferred Shares, without par value (hereinafter called &#147;Class K Shares&#148;), 750,000 Noncumulative Preferred Shares, without par value (hereinafter called &#147;Noncumulative Shares&#148;), and 2,000,000 Cumulative Voting
Preferred Shares, without par value (hereinafter called &#147;Voting Preferred Shares&#148;). The Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares,
Class J Shares, Class K Shares and Voting Preferred Shares are sometimes collectively referred to herein as the &#147;Cumulative Shares.&#148; </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DIVISION A </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I. <I>The
Class&nbsp;A Cumulative Preferred Shares. </I>The Class&nbsp;A Shares shall have the following express terms: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class&nbsp;A Shares may be issued from time to time in one or more series. All Class&nbsp;A
Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as
to the dates from which dividends shall accrue and be cumulative. All Class&nbsp;A Shares shall rank on a parity with the Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F </P>

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Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class B Shares, Class C Shares, Class D Shares, Class
E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses
(a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on the Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division,
which provisions shall apply to all Class&nbsp;A Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof
(and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the
series, which may be by distinguishing number, letter or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which
number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item I) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class&nbsp;A Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class&nbsp;A Shares, shall be entitled to receive out of any funds legally available therefor, and when and as </P>
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declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed
for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any
series of the Class&nbsp;A Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend
rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares of all series then issued and outstanding and entitled to receive such dividend and (ii)&nbsp;the dividends payable for the dividend periods
terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or
declared or set apart for all Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and
entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class&nbsp;A Shares shall be outstanding no dividend, except a
dividend payable in Common Shares or other shares ranking junior to the Class&nbsp;A Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the
Class&nbsp;A Shares, nor shall any Common Shares or any other shares ranking junior to the Class&nbsp;A Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of
the Corporation ranking junior to the Class&nbsp;A Shares received by the Corporation subsequent to the date of first issuance of Class&nbsp;A Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item I. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class&nbsp;A Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger,
conversion, stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A,
Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as
&#147;capital gain dividends&#148; (as defined in Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total
Dividends&#148;), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that
shall be allocable to holders of the Class&nbsp;A Shares shall be the amount that the total dividends paid or made available to the holders of the Class&nbsp;A Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of
Class&nbsp;A Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item I; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class&nbsp;A Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item I; and shall in each case pay all accrued and unpaid dividends
to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the holders of
record of the Class&nbsp;A Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto
as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item I prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate
redemption price of Class&nbsp;A Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than
$100,000,000 named in such notice and direct that there be paid to the respective holders of the Class&nbsp;A Shares so to be redeemed amounts equal to the redemption price of the Class&nbsp;A Shares so to be redeemed, together with such accrued and
unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease
to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect
to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class&nbsp;A
Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class&nbsp;A Shares which have been called for redemption
shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and
the Corporation shall be relieved of all responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class&nbsp;A
Shares which are (1)&nbsp;redeemed by the Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance
with the express terms thereof, or (4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class&nbsp;A Shares without serial designation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this
Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized,
the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class&nbsp;A Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class&nbsp;A Shares,
unless all dividends on all Class&nbsp;A Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been
complied with. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class&nbsp;A Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or
any other shares ranking junior to the Class&nbsp;A Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item I, plus an amount equal to all dividends accrued and unpaid thereon to the date of
payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all
outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in
proportion to the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of
Class&nbsp;A Shares of the full preferential amounts as aforesaid, the holders of Class&nbsp;A Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other
Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class&nbsp;A Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class&nbsp;A
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class&nbsp;A Shares, voting separately as
a class, together with all Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class&nbsp;A Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class&nbsp;A Shares are present in person or by proxy;
and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class&nbsp;A Shares then outstanding shall have
been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class&nbsp;A Shares shall be divested of their special class voting rights in respect of subsequent elections of directors,
subject to the revesting of such special class voting rights in the event above specified in this paragraph. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the
event of default entitling holders of Class&nbsp;A Shares to elect two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of
the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class&nbsp;A Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that
required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of
the foregoing written request from the holders of Class&nbsp;A Shares. At any meeting at which such holders of Class&nbsp;A Shares shall be entitled to elect directors, holders of 50% of such Class&nbsp;A Shares, present in person or by proxy, shall
be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders
of Class&nbsp;A Shares are entitled to elect as herein provided. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as
amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class&nbsp;A Shares pursuant
to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or
classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by
such holders of Class&nbsp;A Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class&nbsp;A Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class&nbsp;A Shares are entitled to elect directors pursuant to the foregoing provisions
of this Section the holders of any Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors
pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes
proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class&nbsp;A Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of
any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class&nbsp;A Shares to elect directors, or prior to a written request for the holding of a special meeting being received by
the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class&nbsp;A Shares voting together as a single class for such directors, resulting in the termination of the term of such
previously elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least
two-thirds of the Class&nbsp;A Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 7 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
of Class&nbsp;A Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of
Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class&nbsp;A Shares or of any shares ranking on a parity with or junior to the Class&nbsp;A Shares nor the amendment of the provisions of the
Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class&nbsp;A Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in
either case ranking prior to such series of Class&nbsp;A Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that
(1)&nbsp;Class&nbsp;A Shares are issued in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each
series of Class&nbsp;A Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or
repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the
preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of
Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class&nbsp;A Shares or of any shares ranking on a parity with or junior to the Class&nbsp;A Shares nor the Amendment of the provisions of the
Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Cumulative Redeemable Preferred Shares. </I>Of the 750,000 authorized Class&nbsp;A Shares, 460,000 shares are designated as a series entitled &#147;9<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Cumulative Redeemable Preferred Shares&#148; (hereinafter called
&#147;9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares&#148;). The 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares shall have the express terms set forth in this Item I as being applicable to all Class&nbsp;A Shares as a class and, in addition, the following express terms
applicable to all 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares as a series of Class&nbsp;A Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares shall be 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% of the liquidation preference of
$250.00 per share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares shall be payable, if declared, quarterly on or about the 15th day of March, June, September, and December each year, the first quarterly dividend being payable, if
declared, on December&nbsp;15, 1995. The dividends payable for each full quarterly dividend period on each 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A
Preferred Share shall be $5.94. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 8 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 9<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares, or for any period shorter or longer than a full dividend period on the 9<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate
dividend payable quarterly to each holder of 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares shall be rounded to the nearest one-hundredth of one
cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the
Corporation&#146;s Board of Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1)
With respect to shares included in the initial issue of 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares and shares issued any time thereafter up
to and including the record date for the payment of the first dividend on the initial issue of 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares,
dividends shall be cumulative from the date of the initial issue of 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend
payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on
9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be
cumulative from that dividend payment date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended, the 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares may not be
redeemed prior to November&nbsp;15, 2000. At any time or from time to time on and after November&nbsp;15, 2000 the Corporation, at its option upon not less than thirty (30)&nbsp;nor more than sixty (60)&nbsp;days&#146; written notice, may redeem all
or any part of the 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal
to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares
of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible
into or exchangeable for equity securities), or options to purchase any of the foregoing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 9<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)
All dividend payments made on the 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares, at any time during which the Corporation is in default in the
payment of dividends on such 9<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;1</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">2</SUB>% Class&nbsp;A Preferred Shares for any dividend period, shall, for the purposes of
Section&nbsp;5(b)(1) of this Item I, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 9 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">II. <I>The Class B Cumulative Preferred Shares. </I>The Class B Cumulative Preferred Shares shall
have the following express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class B Shares may be issued from time to time in one
or more series. All Class B Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other
shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class B Shares shall rank on a parity with the Class&nbsp;A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G
Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only
dividends on the Cumulative Shares are cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class B Shares, the Board of Directors
hereby is authorized to cause such shares to be issued in one or more series and with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the
following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item II) on the issuance of shares of the
same series or of any other class or series. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 10 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments to the
Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), both inclusive, of this Section and is authorized to take such actions with respect thereto
as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class B Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class B Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class B Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class B Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to the Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any
Class B Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class B Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common
Shares or any other shares ranking junior to the Class B Shares, nor shall any Common Shares or any other shares ranking junior to the Class B Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the
sale of Common Shares or other shares of the Corporation ranking junior to the Class B Shares received by the Corporation subsequent to the date of first issuance of Class B Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment thereof set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item II. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 11 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions
on, or on the purchase, redemption, retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class B Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional
shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item
XIV(d) of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created
or authorized. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as
defined in Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible
under the Code and to the extent that it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class B
Shares shall be the amount that the total dividends paid or made available to the holders of the Class B Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class B
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item II; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class B Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item II; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class B Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item II prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate
redemption price of Class B Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than
$100,000,000 named in such notice and direct that there be paid to the respective holders of the Class B Shares so to be redeemed amounts equal to the redemption price of the Class B Shares so to be redeemed, together with such accrued and unpaid
dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time
such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or
trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class B Shares are to be redeemed, the Corporation shall select by lot the shares so to be
redeemed in such manner as shall be prescribed by the Board of Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class B Shares which have
been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such
bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class B Shares which are (1)&nbsp;redeemed by the Corporation pursuant to the provisions of this Section,
(2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or (4)&nbsp;otherwise acquired by the Corporation shall resume the
status of authorized but unissued Class B Shares without serial designation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of
the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect
to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class B Shares then outstanding except in accordance with a stock
purchase offer made to all holders of record of Class B Shares, unless all dividends on all Class B Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued
sinking fund obligations applicable thereto shall have been complied with. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class B Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class B Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item II, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class B Shares of the full preferential
amounts as aforesaid, the holders of Class B Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class B Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class B
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of Class B Shares, voting separately as a class,
together with all Class&nbsp;A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been
conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class B Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class B Shares are present in person or by proxy; and provided
further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class B Shares then outstanding shall have been paid or declared
and a sum sufficient therefor set aside for payment, whereupon the holders of such Class B Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class
voting rights in the event above specified in this paragraph. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class B
Shares to elect two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be
called by, the holders of record of at least 10% of the Class B Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class B
Shares. At any meeting at which such holders of Class B Shares shall be entitled to elect directors, holders of 50% of such Class B </P>
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Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be
such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class B Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as
amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class B Shares pursuant to
this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or
classifications of directors of the Corporation nor require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected
by such holders of Class B Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class B Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class B Shares are entitled to elect directors pursuant to the foregoing provisions of
this Section the holders of any Class&nbsp;A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect
directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with class of shares having a number of
votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class B Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders
of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class B Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the
Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class B Shares voting together as a single class for such directors, resulting in the termination of the term of such previously
elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds
of the Class B Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or
otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders
of Class B Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or
change the authorized or outstanding number of Class B Shares or of any shares ranking on a parity with or junior to the Class B Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of
directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class B Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in
either case ranking prior to such Class B Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class B Shares
are issued in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class B Shares at the
time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other
rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to
authorize, create or change the authorized or outstanding number of Class B Shares or of any shares remaining on a parity with or junior to the Class B Shares nor the amendment of the provisions of the Code of Regulations so as to change the number
or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>9.44% Class B Cumulative Redeemable Preferred Shares. </I>Of the 750,000 authorized Class B Shares, 177,500
shares are designated as a series entitled &#147;9.44% Class B Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;9.44% Class B Preferred Shares&#148;). The 9.44% Class B Preferred Shares shall have the express terms set forth in
this Item II as being applicable to all Class B Shares as a class and, in addition, the following express terms applicable to all 9.44% Class B Preferred Shares as a series of Class B Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 9.44% Class B Preferred Shares shall be 9.44% of the liquidation preference of $250.00 per
share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 9.44% Class B Preferred Shares shall be payable, if declared, quarterly on or about the 15th
day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on March&nbsp;15, 1996. The dividends payable for each full quarterly dividend period on each 9.44% Class B Preferred Share shall be
$5.90. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 9.44% Class B Preferred Shares,
or for any period shorter or longer than a full dividend period on the 9.44% Class B Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of
9.44% Class B Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding
the payment date thereof, as shall be fixed from time to time by the Corporation&#146;s Board of Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends
on 9.44% Class B Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue
of 9.44% Class B Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 9.44% Class B Preferred Shares, dividends shall be cumulative from the date of
the initial issue of 9.44% Class B Preferred Shares; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid
record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend
on 9.44% Class B Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended, the 9.44% Class B Preferred Shares may not be redeemed prior to December&nbsp;26, 2000. At any time or from time to time on and after December&nbsp;26, 2000 the Corporation, at its option upon not less than thirty
(30)&nbsp;nor more than sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the 9.44% Class B Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid
thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may
include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity
securities), or options to purchase any of the foregoing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 9.44% Class B Preferred Share in the
event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 9.44% Class B Preferred Shares, at any time during which the Corporation is in default in
the payment of dividends on such 9.44% Class B Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Item II, be deemed to be made in respect of the earliest dividend period with respect to which the
Corporation is in default. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">III. <I>The Class C Cumulative Preferred Shares. </I>The Class C Shares shall have the following
express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class C Shares may be issued from time to time in one or more series.
All Class C Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such
series, except as to the dates from which dividends shall accrue and be cumulative. All Class C Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H
Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class
J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on
Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class C Shares, the Board of Directors hereby is
authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 18 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of
this Item III) on the issuance of shares of the same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is
authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is
authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class C Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class C Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class C Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class C Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any
Class C Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class C Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common
Shares or any other shares ranking junior to the Class C Shares, nor shall any Common Shares or any other shares ranking junior to the Class C Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the
sale of Common Shares or other shares of the Corporation ranking junior to the Class C Shares received by the Corporation subsequent to the date of first issuance of Class C Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 19 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative
Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item III. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class C Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class C Shares shall be
the amount that the total dividends paid or made available to the holders of the Class C Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class C
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item III; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class C Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item III; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class C Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item III prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the
aggregate redemption price of Class C Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less
than $100,000,000 named in such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 20 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
notice and direct that there be paid to the respective holders of the Class C Shares so to be redeemed amounts equal to the redemption price of the Class C Shares so to be redeemed, together with
such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such
holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the
Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the
outstanding Class C Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class C Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class C Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class C Shares without serial designation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this
Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized,
the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class C Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class C Shares, unless all
dividends on all Class C Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class C Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class C Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item III, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 21 - </P>


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the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and
Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential
amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class C Shares of the full preferential
amounts as aforesaid, the holders of Class C Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class C Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class C
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class C Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class C Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class C Shares are present in person or by proxy; and provided
further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class C Shares then outstanding shall have been paid or declared
and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class C Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such
special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class C Shares, at any time during which the Corporation is in default in the payment of dividends on such Class C Shares for any dividend
period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class C Shares to elect two directors as specified in paragraph (1)&nbsp;of
this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at
</P>
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least 10% of the Class C Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of
shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from
the holders of Class C Shares. At any meeting at which such holders of Class C Shares shall be entitled to elect directors, holders of 50% of such Class C Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the
vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class C Shares are entitled to elect as
herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of
directors of the Corporation, the two directors who may be elected by such holders of Class C Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this
Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this
Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class C Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class C Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class C Shares are entitled to elect directors pursuant to the foregoing provisions of
this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect
directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number
of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class C Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the
holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class C Shares to elect directors, or prior to a written request for the holding of a special meeting being
received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class C Shares voting together as a single class for such directors, resulting in the termination of the term of
such previously elected directors upon the election of such new directors. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 23 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Class C
Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class C Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class C Shares or of any shares ranking on a parity with or junior to the Class C Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially preferences or voting or other rights of the holders of Class C Shares; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The
authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class C Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class C Shares are issued in more than one series and (2)&nbsp;Ohio law
permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class C Shares at the time outstanding, voting separately as a class, given in
person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these
Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class C Shares or of any shares ranking on a parity with or junior to the Class C Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially the preferences or voting or other rights of the holders of such series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.
<I>8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Cumulative Redeemable Preferred Shares</I>. Of the 750,000 authorized Class C Shares, 460,000 shares are designated
as a series entitled &#147;8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;8<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares&#148;). The 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class C Shares as a class and, in addition, the following express terms applicable to
all 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares as a series of Class C Shares: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 24 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the
8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares shall be 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">8</SUB>% of the liquidation preference of $250.00 per share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on
the 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of March, June, September,
and December each year, the first quarterly dividend being payable, if declared, on September&nbsp;15, 1998. The dividends payable for each full quarterly dividend period on each 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Share shall be $5.234375. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the
initial dividend period on the 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares, or for any period shorter or longer than a full dividend period on the
8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate
dividend payable quarterly to each holder of 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares shall be rounded to the nearest one-hundredth of one cent
with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation&#146;s
Board of Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB
STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With
respect to shares included in the initial issue of 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares and shares issued any time thereafter up to and
including the record date for the payment of the first dividend on the initial issue of 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares, dividends
shall be cumulative from the date of the initial issue of 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend
payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on
8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be
cumulative from that dividend payment date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended, the 8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares may not be redeemed
prior to July&nbsp;7, 2003. At any time or from time to time on and after July&nbsp;7, 2003 the Corporation, at its option upon not less than thirty (30)&nbsp;nor more than sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the
8<SUP STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued
and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation,
which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable
for equity securities), or options to purchase any of the foregoing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 8<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 25 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 8<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 8<SUP
STYLE="font-size:85%; vertical-align:top">&nbsp;3</SUP>/<SUB STYLE="font-size:85%; vertical-align:bottom">8</SUB>% Class C Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-III, be deemed to
be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IV. <I>The Class D Cumulative
Preferred Shares. </I>The Class D Shares shall have the following express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class
D Shares may be issued from time to time in one or more series. All Class D Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of
a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class D Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares,
Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class E Shares, Class F
Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i),
inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall
apply to all Class D Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent
provided in clause (b)&nbsp;of this Section), the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by
distinguishing number, letter or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of
Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 26 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares or
shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item IV) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class D Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class D Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class D Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class D Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any
Class D Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class D Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common
Shares or any other shares ranking junior to the Class D Shares, nor shall any Common Shares or any other shares ranking junior to the Class D Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the
sale of Common Shares or other shares of the Corporation ranking junior to the Class D Shares received by the Corporation subsequent to the date of first issuance of Class D Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative Shares for the then current dividend
period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no
arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item IV. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class D Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class D Shares shall be
the amount that the total dividends paid or made available to the holders of the Class D Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class D
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item IV; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class D Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item IV; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class D Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item IV prior to the issuance thereof. At any time after notice as provided above has been deposited in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 28 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
the mail, the Corporation may deposit the aggregate redemption price of Class D Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or
trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class D Shares so to be redeemed amounts equal to
the redemption price of the Class D Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and
the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have
been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any
unexpired privileges of conversion. In the event less than all of the outstanding Class D Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class D Shares which have been called for redemption shall not within six years after such deposit
claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class D Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class D Shares without serial designation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this
Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized,
the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class D Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class D Shares, unless all
dividends on all Class D Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class D Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 29 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class D Shares, the amounts fixed with respect to
shares of such series in accordance with Section&nbsp;1 of this Item IV, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs
of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are
respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class D Shares of the full preferential amounts as aforesaid, the holders of Class D
Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or
consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution,
liquidation or winding up for the purposes of this Section. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class D Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class D
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class D Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class D Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class D Shares are present in person or by proxy; and provided
further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class D Shares then outstanding shall have been paid or declared
and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class D Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such
special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class D Shares, at any time during which the Corporation is in default in the payment of dividends on such Class D Shares for any dividend
period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class D Shares to elect two
directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the Class D Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class D Shares. At any
meeting at which such holders of Class D Shares shall be entitled to elect directors, holders of 50% of such Class D Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such
shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class D Shares are entitled to elect as herein provided. Notwithstanding any
provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two
directors who may be elected by such holders of Class D Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection
shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification
of the other directors of the Corporation, the two directors elected by such holders of Class D Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class D Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class D Shares are entitled to elect directors pursuant to the foregoing provisions of
this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect
directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number
of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class D Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 31 - </P>


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directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class D Shares to elect directors, or prior
to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class D Shares voting together as a single class for
such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Class D Shares at the time outstanding, voting separately
as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class D Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class D Shares or of any shares ranking on a parity with or junior to the Class D Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially preferences or voting or other rights of the holders of Class D Shares; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The
authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class D Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class D Shares are issued in more than one series and (2)&nbsp;Ohio law
permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class D Shares at the time outstanding, voting separately as a class, given in
person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these
Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class D Shares or of any shares ranking on a parity with or junior to the Class D Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 32 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>8.68% Class D Cumulative Redeemable Preferred Shares</I>. Of
the 750,000 authorized Class D Shares, 230,000 shares are designated as a series entitled &#147;8.68% Class D Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;8.68% Class D Preferred Shares&#148;). The 8.68% Class D Preferred
Shares shall have the express terms set forth in this Division as being applicable to all Class D Shares as a class and, in addition, the following express terms applicable to all 8.68% Class D Preferred Shares as a series of Class D Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 8.68% Class D Preferred Shares shall be 8.68% of the liquidation preference of $250.00 per
share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 8.68% Class D Preferred Shares shall be payable, if declared, quarterly on or about the
fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on December&nbsp;15, 1998. The dividends payable for each full quarterly dividend period on each 8.68% Class D Preferred Share
shall be $5.425. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 8.68% Class D Preferred Shares, or for any period
shorter or longer than a full dividend period on the 8.68% Class D Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8.68% Class D
Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment
date thereof, as shall be fixed from time to time by the Corporation&#146;s Board of Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 8.68%
Class D Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue of 8.68%
Class D Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8.68% Class D Preferred Shares, dividends shall be cumulative from the date of the
initial issue of 8.68% Class D Preferred Shares; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record
date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on
8.68&nbsp;% Class D Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended, the 8.68% Class D Preferred Shares may not be redeemed prior to August&nbsp;20, 2003. At any time or from time to time on and after August&nbsp;20, 2003 the Corporation, at its option upon not less than thirty (30)&nbsp;nor
more than sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the 8.68% Class D Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the
redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 33 - </P>


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securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount
payable per 8.68% Class D Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the
date of payment. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 8.68% Class D Preferred Shares, at any time during which the
Corporation is in default in the payment of dividends on such 8.68% Class D Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-IV, be deemed to be made in respect of the earliest dividend
period with respect to which the Corporation is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">V. <I>The Class E Cumulative Preferred Shares. </I>The Class E Shares shall
have the following express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class E Shares may be issued from time to time in one
or more series. All Class E Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other
shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class E Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G
Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class
I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only
dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class E Shares, the Board of Directors
hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the
following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 34 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series;
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item V) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class E Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class E Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class E Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class E Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any
Class E Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class E Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common
Shares or any other shares ranking junior to the Class E Shares, nor shall any Common Shares or any other shares ranking junior to the Class E Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the
sale of Common Shares or other shares of the Corporation ranking junior to the Class E Shares received by the Corporation subsequent to the date of first issuance of Class E Shares of any series, unless: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 35 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full
dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a
sum sufficient for payment therefor set apart; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of
Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item V. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class E Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class E Shares shall be
the amount that the total dividends paid or made available to the holders of the Class E Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class E
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item V; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class E Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item V; and shall in each case pay all accrued and unpaid dividends
to the redemption date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to
the holders of record of the Class E Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time
prior thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item V prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the
aggregate redemption price of Class E Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less
than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class E Shares so to be redeemed amounts equal to the redemption price of the Class E Shares so to be redeemed, together with such accrued and
unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease
to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect
to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class E
Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class E Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class E Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class E Shares without serial designation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this
Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized,
the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class E Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class E Shares, unless all
dividends on all Class E Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 37 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class E Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class E Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item V, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class E Shares of
the full preferential amounts as aforesaid, the holders of Class E Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class E Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class E
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class E Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class E Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class E Shares are present in person or by proxy; and provided
further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class E Shares then outstanding shall have been paid or declared
and a sum sufficient for the payment thereof set aside for payment, </P>
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whereupon the holders of such Class E Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class
voting rights in the event above specified in this paragraph. All dividend payments made on the Class E Shares, at any time during which the Corporation is in default in the payment of dividends on such Class E Shares for any dividend period, shall
be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2)
In the event of default entitling holders of Class E Shares to elect two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary
of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class E Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that
required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of
the foregoing written request from the holders of Class E Shares. At any meeting at which such holders of Class E Shares shall be entitled to elect directors, holders of 50% of such Class E Shares, present in person or by proxy, shall be sufficient
to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class E
Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of
shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class E Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected
otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected
otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class E Shares shall be elected annually for terms expiring at the next succeeding
annual meeting of shareholders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class E
Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders
voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of
which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class E Shares are entitled to elect directors
pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class </P>
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H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then
the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In
such case, the holders of Class E Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default
or event permitting the holders of Class E Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all
such other shares and the Class E Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Class E Shares at the time outstanding, voting separately
as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class E Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class E Shares or of any shares ranking on a parity with or junior to the Class E Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially preferences or voting or other rights of the holders of Class E Shares; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The
authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class E Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class E Shares are issued in more than one series and (2)&nbsp;Ohio law
permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class E Shares at the time outstanding, voting separately as a class, given in
person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these
Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as </P>
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amended, so as to authorize, create or change the authorized or outstanding number of Class E Shares or of any shares ranking on a parity with or junior to the Class E Shares nor the Amendment of
the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>Class E Series I Cumulative Preferred Shares</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) DESIGNATION AND AMOUNT. Of the 750,000 authorized Class E Cumulative Preferred Shares, without par value, 750,000 are
designated as a series designated as &#147;Class E Series I Cumulative Preferred Shares&#148; (the &#147;Series I Preferred Shares&#148;). The Series I Preferred Shares have the express terms set forth in this Division as being applicable to all
Preferred Shares as a class and, in addition, the following express terms applicable to all Series I Preferred Shares as a series of Preferred Shares. The number of Series I Preferred Shares may be increased or decreased by resolution of the Board
of Directors and by the filing of a certificate of amendment pursuant to the provisions of the General Corporation Law of the State of Ohio stating that such increase or reduction has been so authorized; however, no decrease shall reduce the number
of Series I Preferred Shares to a number less than that of the Series I Preferred Shares then outstanding plus the number of Series I Preferred Shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) DIVIDENDS AND DISTRIBUTIONS. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) (i)&nbsp;Subject to the rights of the holders of any series of preferred shares (or any similar shares) ranking prior to
the Series I Preferred Shares with respect to dividends, the holders of Series I Preferred Shares, in preference to the holders of Common Shares and of any other junior shares, will be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a &#147;Quarterly Dividend Payment
Date&#148;), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series I Preferred Share or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a)&nbsp;$10.00 or
(b)&nbsp;subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other
distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares after the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, after the first issuance of any Series I Preferred Share or fraction thereof. The multiple of cash and noncash dividends declared on the Common Shares to which holders of the Series I
Preferred Shares are entitled, which is 10,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the &#147;Dividend Multiple.&#148; If the Company at any time after May&nbsp;26, 1999 (the
&#147;Rights Declaration Date&#148;): (i)&nbsp;declares or pays any dividend on the Common Shares payable in Common Shares, or (ii)&nbsp;effects a subdivision or </P>
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combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends that holders of Series I Preferred Shares are entitled to receive will be the Dividend Multiple applicable immediately prior to that
event multiplied by a fraction, the numerator of which is the number of Common Shares outstanding immediately after that event and the denominator of which is the number of Common Shares that were outstanding immediately prior to that event. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding anything else contained in this paragraph (1), the Company shall, out of funds legally available for that
purpose, declare a dividend or distribution on the Series I Preferred Shares as provided in this paragraph (1)&nbsp;immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); but
if no dividend or distribution has been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series I Preferred
Shares shall nevertheless accrue on such subsequent Quarterly Dividend Payment Date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Dividends will begin to accrue
and be cumulative on outstanding Series I Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series I Preferred Shares, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares will begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of Series I Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends will not bear interest. Dividends paid on the Series I Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated
pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix in accordance with applicable law a record date for the determination of holders of Series I Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record date will be not more than such number of days prior to the date fixed for the payment thereof as may be allowed by applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) REACQUIRED SHARES. Any Series I Preferred Shares purchased or otherwise acquired by the Company in any manner whatsoever
will be retired and canceled promptly after the acquisition thereof. All such shares will upon their cancellation become authorized but unissued preferred shares and may be reissued as part of a new series of Preferred Shares to be created by
resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, no distribution may be made (x)&nbsp;to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series I Preferred Shares unless, prior
thereto, the holders of Series I Preferred Shares shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of
(1)&nbsp;$10,000.00 per share or (2)&nbsp;an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of Common Shares, or
(y)&nbsp;to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series I Preferred Shares, except distributions made ratably on the Series I Preferred Shares and all other such
parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. If the Company at any time after the Rights Declaration Date (i)&nbsp;declares or pays any
dividend on Common Shares payable in Common Shares, or (ii)&nbsp;effects a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater
or lesser number of Common Shares, then in each such case the aggregate amount per share to which holders of Series I Preferred Shares were entitled immediately prior to such event under clause (x)&nbsp;of the preceding sentence will be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Neither the consolidation of nor merging of the Company with or into any other corporation or corporations, nor the sale
or other transfer of all or substantially all of the assets of the Company, will be considered to be a liquidation, dissolution or winding up of the Company within the meaning of this paragraph (d). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) CONSOLIDATION, MERGER, ETC. If the Company shall enter into any consolidation, merger, combination or other transaction in
which the Common Shares are exchanged for or changed into other shares, stock or securities, cash or any other property, then in any such case the Series I Preferred Shares will at the same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of shares, stock, securities, or other property, as the case may be, into which or for which each Common Share is changed or exchanged,
plus accrued and unpaid dividends, if any, payable with respect to the Series I Preferred Shares. If the Company at any time after the Rights Declaration Date (i)&nbsp;declares or pays any dividend on Common Shares payable in Common Shares, or
(ii)&nbsp;effects a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such
case the amount set forth in the preceding sentence with respect to the exchange or change of Series I Preferred Shares will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) REDEMPTION. The Series I Preferred Shares are not redeemable, but the
foregoing does not limit the ability of the Company to purchase or otherwise deal in the Series I Preferred Shares to the extent otherwise permitted hereby and by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) AMENDMENT. The Amended and Restated Articles of Incorporation of the Company, as amended, may not be amended in any manner
that would materially alter or change the powers, preferences or special rights of the Series I Preferred Shares so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding Series I Preferred
Shares, voting separately as a class. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) FRACTIONAL SHARES. Series I Preferred Shares may be issued in whole shares or in
any fraction of a share that is one ten-thousandth (1/10,000th)&nbsp;of a share or any integral multiple of such fraction, which will entitle the holder, in proportion to such holder&#146;s fractional shares, to exercise voting rights, receive
dividends, participate in distributions and have the benefit of all other rights of holders of Series I Preferred Shares. In lieu of fractional shares, the Company may elect to make a cash payment as provided in that certain Rights Agreement dated
as of May&nbsp;26, 1999, between the Company and National City Bank, a national banking association, as rights agent, for fractions of a share smaller than one ten-thousandth (1/10,000th)&nbsp;of a share or any integral multiple thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">VI. <I>The Class F Cumulative Preferred Shares. </I>The Class F Shares shall have the following express terms: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class F Shares may be issued from time to time in one or more series. All Class F Shares
shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the
dates from which dividends shall accrue and be cumulative. All Class F Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class
J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and
Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares shall be
cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class F Shares, the Board of Directors hereby is authorized to cause such shares
to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such
rates may be established; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which
and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VI) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class F Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class F Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class F Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class F Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 45 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class F Shares shall be outstanding no dividend, except a
dividend payable in Common Shares or other shares ranking junior to the Class F Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class F
Shares, nor shall any Common Shares or any other shares ranking junior to the Class F Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation
ranking junior to the Class F Shares received by the Corporation subsequent to the date of first issuance of Class F Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item VI. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class F Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class F Shares shall be
the amount that the total dividends paid or made available to the holders of the Class F Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class F
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item VI; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 46 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class F
Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item VI; and shall in each
case pay all accrued and unpaid dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of the Class F Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such
redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item VI prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the
Corporation may deposit the aggregate redemption price of Class F Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having
capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class F Shares so to be redeemed amounts equal to the redemption price of the Class F Shares so to be redeemed,
together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust
company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim
against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less
than all of the outstanding Class F Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class F Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class F Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class F Shares without serial designation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 47 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights
pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of
capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class F Shares then outstanding except in accordance with a stock purchase offer made to all
holders of record of Class F Shares, unless all dividends on all Class F Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations
applicable thereto shall have been complied with. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class F Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class F Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item VI, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class F Shares of
the full preferential amounts as aforesaid, the holders of Class F Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class F Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class F
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class F Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 48 - </P>


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two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class F Shares shall not exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than 50% of such Class F Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same
shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class F Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders
of such Class F Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend
payments made on the Class F Shares, at any time during which the Corporation is in default in the payment of dividends on such Class F Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with
respect to which the Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class F Shares to elect
two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the Class F Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class F Shares. At any
meeting at which such holders of Class F Shares shall be entitled to elect directors, holders of 50% of such Class F Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such
shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class F Shares are entitled to elect as herein provided. Notwithstanding any
provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two
directors who may be elected by such holders of Class F Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection
shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification
of the other directors of the Corporation, the two directors elected by such holders of Class F Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class F Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 49 - </P>


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class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold
office for the unexpired term in respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class F
Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class
J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled
to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class F Shares and of all such other shares then entitled so
to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class F Shares to elect directors, or prior to a
written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class F Shares voting together as a single class for such
directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Class F Shares at the time outstanding, voting separately
as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class F Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class F Shares or of any shares ranking on a parity with or junior to the Class F Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially preferences or voting or other rights of the holders of Class F Shares; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The
authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class F Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class F Shares are issued in more than one series and (2)&nbsp;Ohio law
permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class F Shares at the time outstanding, voting separately as a class, given in
person or by proxy either in writing or at a meeting called for the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 50 - </P>


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purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated
Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated
Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class F Shares or of
any shares ranking on a parity with or junior to the Class F Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and
materially the preferences or voting or other rights of the holders of such series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>8.60% Class F
Cumulative Redeemable Preferred Shares. </I>Of the 750,000 authorized Class F Shares, 690,000 shares are designated as a series entitled &#147;8.60% Class F Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;8.60% Class F
Preferred Shares&#148;). The 8.60% Class F Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class F Shares as a class and, in addition, the following express terms applicable to all 8.60% Class F
Preferred Shares as a series of Class F Shares: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 8.60% Class F Preferred Shares shall
be 8.60% of the liquidation preference of $250.00 per share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 8.60% Class F Preferred Shares shall be
payable, if declared, quarterly on or about the fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on June&nbsp;15, 2002. The dividends payable for each full quarterly dividend
period on each 8.60% Class F Preferred Shares shall be $0.5375. Dividends for the initial dividend period on the 8.60% Class F Preferred Shares, or for any period shorter or longer than a full dividend period on the 8.60% Class F Preferred Shares,
shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8.60% Class F Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005
being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation&#146;s Board of
Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 8.60% Class F Preferred Shares shall be cumulative as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue of 8.60% Class F Preferred Shares and shares issued any time
thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8.60% Class F Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8.60% Class F Preferred Shares; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend
payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8.60% Class F Preferred Shares and ending on the payment
date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended, the 8.60% Class F Preferred Shares may not be redeemed prior to March&nbsp;27, 2007. At any time or from time to time on and after March&nbsp;27, 2007 the Corporation, at its
option upon not less than thirty (30)&nbsp;nor more than sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the 8.60% Class F Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to
all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of
the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into
or exchangeable for equity securities), or options to purchase any of the foregoing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 8.60%
Class F Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 8.60% Class F Preferred Shares, at any time during which the Corporation is in
default in the payment of dividends on such 8.60% Class F Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-VI, be deemed to be made in respect of the earliest dividend period with respect
to which the Corporation is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">VII. <I>The Class G Cumulative Preferred Shares. </I>The Class G Shares shall have the following
express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class G Shares may be issued from time to time in one or more series.
All Class G Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such
series, except as to the dates from which dividends shall accrue and be cumulative. All Class G Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H
Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class
J Shares, Class K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on
Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class G Shares, the Board of Directors hereby is
authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section) the following:
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter
or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where
otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VII) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class G Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class G Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class G Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class G Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or
declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding
and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class G Shares shall be outstanding no dividend, except a
dividend payable in Common Shares or other shares ranking junior to the Class G Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class G
Shares, nor shall any Common Shares or any other shares ranking junior to the Class G Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation
ranking junior to the Class G Shares received by the Corporation subsequent to the date of first issuance of Class G Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item VII. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class G Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class G Shares shall be
the amount that the total dividends paid or made available to the holders of the Class G Shares for the year bears to the Total Dividends. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class G
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item VII; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class G Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item VII; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class G Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item VII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the
aggregate redemption price of Class G Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less
than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class G Shares so to be redeemed amounts equal to the redemption price of the Class G Shares so to be redeemed, together with such accrued and
unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease
to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect
to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class G
Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class G Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class G Shares which are (1)&nbsp;redeemed by the Corporation pursuant to
the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or (4)&nbsp;otherwise acquired by
the Corporation shall resume the status of authorized but unissued Class G Shares without serial designation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except
in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of
Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class G Shares then
outstanding except in accordance with a stock purchase offer made to all holders of record of Class G Shares, unless all dividends on all Class G Shares then outstanding for all previous and current dividend periods shall have been declared and paid
or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class G Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class G Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item VII, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class G Shares of
the full preferential amounts as aforesaid, the holders of Class G Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class G Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class G
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class G Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been
conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such
Class G Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class G Shares are present in person or by proxy; and provided
further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class G Shares then outstanding shall have been paid or declared
and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class G Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such
special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class G Shares, at any time during which the Corporation is in default in the payment of dividends on such Class G Shares for any dividend
period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class G Shares to elect two directors as specified in paragraph (1)&nbsp;of
this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class G
Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call
such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class G Shares. At any meeting at which such holders of Class G
Shares shall be entitled to elect directors, holders of 50% of such Class G Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class G Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles
of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class G
Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the
total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two
directors elected by such holders of Class G Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the
Class G Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class G Shares are entitled to elect
directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or
Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined
(with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class G Shares and of all such other shares then entitled so to vote, voting as a
class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class G Shares to elect directors, or prior to a written request for the
holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class G Shares voting together as a single class for such directors, resulting in
the termination of the term of such previously elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The
affirmative vote of the holders of at least two-thirds of the Class G Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect
either of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of
the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class G Shares
which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the
authorized or outstanding number of Class G Shares or of any shares ranking on a parity with or junior to the Class G Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of
the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class G Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in
either case ranking prior to such series of Class G Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class G Shares are issued
in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class G Shares at the time
outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or
otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders
of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or
change the authorized or outstanding number of Class G Shares or of any shares ranking on a parity with or junior to the Class G Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of
directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. 8% <I>Class G Cumulative Redeemable Preferred Shares</I>. Of the 750,000 authorized Class G Shares, 736,000
shares are designated as a series entitled &#147;8% Class G Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;8% Class G Preferred Shares&#148;). The 8% Class G Preferred Shares shall have the express terms set forth in this
Division as being applicable to all Class G Shares as a class and, in addition, the following express terms applicable to all 8% Class G Preferred Shares as a series of Class G Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 8% Class G Preferred Shares shall be 8% of the liquidation preference of $250.00 per share.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 8% Class G Preferred Shares shall be payable, if declared, quarterly in arrears on or about the
fifteenth day of each March, June, September, and December or, if not a business day, the next succeeding business day, the first quarterly dividend being payable, if declared, on June&nbsp;16, 2003. The dividends payable for each full quarterly
dividend period on each 8% Class G Preferred Shares shall be $5.00. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 8%
Class G Preferred Shares, or for any period shorter or longer than a full dividend period on the 8% Class G Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable
quarterly to each holder of 8% Class G Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor
more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation&#146;s Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 8% Class G Preferred Shares shall be cumulative as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue of 8% Class G Preferred Shares and shares issued any time thereafter
up to and including the record date for the payment of the first dividend on the initial issue of 8% Class G Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8% Class G Preferred Shares; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 59 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date,
dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8% Class
G Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended, the 8% Class G Preferred Shares may not be redeemed prior to March&nbsp;28, 2008. At any time or from time to time on and after March&nbsp;28, 2008 the Corporation, at its option upon not less than thirty (30)&nbsp;nor more
than sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the 8% Class G Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the
redemption date, without interest. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 8% Class G Preferred Share in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 8% Class G Preferred Shares, at any time during which the Corporation is in default in
the payment of dividends on such 8% Class G Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-VII, be deemed to be made in respect of the earliest dividend period with respect to which the
Corporation is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">VIII. <I>The Class H Cumulative Preferred Shares. </I>The Class H Shares shall have the following express
terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class H Shares may be issued from time to time in one or more series. All Class
H Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except
as to the dates from which dividends shall accrue and be cumulative. All Class H Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I
Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class
K Shares and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares
shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class H Shares, the Board of Directors hereby is authorized to cause such
shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 60 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter
or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where
otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VIII) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class H Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class H Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class H Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class H Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or
declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding
and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class H Shares shall be outstanding no dividend, except a
dividend payable in Common Shares or other shares ranking junior to the Class H Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class H
Shares, nor shall any Common Shares or any other shares ranking junior to the Class H Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation
ranking junior to the Class H Shares received by the Corporation subsequent to the date of first issuance of Class H Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item VIII. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class H Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class H Shares shall be
the amount that the total dividends paid or made available to the holders of the Class H Shares for the year bears to the Total Dividends. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class H
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item VIII; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class H Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item VIII; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class H Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item VIII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the
aggregate redemption price of Class H Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less
than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class H Shares so to be redeemed amounts equal to the redemption price of the Class H Shares so to be redeemed, together with such accrued and
unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease
to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect
to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class H
Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class H Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class H Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class H Shares without serial designation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights
pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of
capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class H Shares then outstanding except in accordance with a stock purchase offer made to all
holders of record of Class H Shares, unless all dividends on all Class H Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations
applicable thereto shall have been complied with. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class H Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class H Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item VIII, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment
of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class H Shares of
the full preferential amounts as aforesaid, the holders of Class H Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class H Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class H
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class H Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 64 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall
be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class H Shares shall not exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than 50% of such Class H Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same
shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class H Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders
of such Class H Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend
payments made on the Class H Shares, at any time during which the Corporation is in default in the payment of dividends on such Class H Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with
respect to which the Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class H Shares to elect
two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the Class H Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class H Shares. At any
meeting at which such holders of Class H Shares shall be entitled to elect directors, holders of 50% of such Class H Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such
shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class H Shares are entitled to elect as herein provided. Notwithstanding any
provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two
directors who may be elected by such holders of Class H Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection
shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification
of the other directors of the Corporation, the two directors elected by such holders of Class H Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 65 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the
Class H Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class H Shares are entitled to elect
directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares or
Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined
(with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class H Shares and of all such other shares then entitled so to vote, voting as a
class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class H Shares to elect directors, or prior to a written request for the
holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class H Shares voting together as a single class for such directors, resulting in
the termination of the term of such previously elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The
affirmative vote of the holders of at least two-thirds of the Class H Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect
either of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of
the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class H Shares
which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the
authorized or outstanding number of Class H Shares or of any shares ranking on a parity with or junior to the Class H Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of
the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class H Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in
either case ranking prior to such series of Class H Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 66 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class H Shares are issued
in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class H Shares at the time
outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or
otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders
of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or
change the authorized or outstanding number of Class H Shares or of any shares ranking on a parity with or junior to the Class H Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of
directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>7 3/8% Class H Cumulative Redeemable Preferred Shares</I>. Of the 750,000 authorized Class H Shares,
410,000 shares are designated as a series entitled &#147;7 3/8% Class H Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;7 3/8% Class H Preferred Shares&#148;). The 7 3/8% Class H Preferred Shares shall have the express terms
set forth in this Division as being applicable to all Class H Shares as a class and, in addition, the following express terms applicable to all 7 3/8% Class H Preferred Shares as a series of Class H Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 7 3/8% Class H Preferred Shares shall be 7 3/8% of the liquidation preference of $500.00
per share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 7 3/8% Class H Preferred Shares shall be payable, if declared, quarterly in arrears on or
about the fifteenth day of each January, April, July, and October or, if not a business day, the next succeeding business day, the first quarterly dividend being payable, if declared, on October&nbsp;15, 2003. The dividends payable for each full
quarterly dividend period on each 7 3/8% Class H Preferred Shares shall be $9.21875. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend
period on the 7 3/8% Class H Preferred Shares, or for any period shorter or longer than a full dividend period on the 7 3/8% Class H Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate
dividend payable quarterly to each holder of 7 3/8% Class H Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record
date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Company&#146;s Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 7 3/8% Class H Preferred Shares shall be cumulative as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue of 7 3/8% Class H Preferred Shares and shares issued any time
thereafter up to and including the record date for the payment of the first dividend on the initial issue of 7 3/8% Class H Preferred Shares, dividends shall be cumulative from the date of the initial issue of 7 3/8% Class H Preferred Shares; and
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date,
dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 7 3/8%
Class H Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Company&#146;s status as a real estate investment trust under the Internal Revenue Code
of 1986, as amended, the 7 3/8% Class H Preferred Shares may not be redeemed prior to July&nbsp;28, 2008. At any time or from time to time on and after July&nbsp;28, 2008 the Company, at its option upon not less than thirty (30)&nbsp;nor more than
sixty (60)&nbsp;days&#146; written notice, may redeem all or any part of the 7 3/8% Class H Preferred Shares at a redemption price of $500.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption
date, without interest. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 7 3/8% Class H Preferred Share in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the Company shall be $500.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 7 3/8% Class H Preferred Shares, at any time during which the Company is in default in
the payment of dividends on such 7 3/8% Class H Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-VIII, be deemed to be made in respect of the earliest dividend period with respect to which
the Company is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IX. <I>The Class I Cumulative Preferred Shares. </I>The Class I Shares shall have the following express terms:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class I Shares may be issued from time to time in one or more series. All Class I
Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as
to the dates from which dividends shall accrue and be cumulative. All Class I Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares
and Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares shall be
cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class I Shares, the Board of Directors hereby is authorized to cause such shares
to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 68 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter
or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where
otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item IX) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class I Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class I Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class I Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class I Shares of all series then </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
issued and outstanding and entitled to receive such dividend and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to
Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares,
Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class I Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares
ranking junior to the Class I Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class I Shares, nor shall any Common Shares or any other
shares ranking junior to the Class I Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class I Shares received by
the Corporation subsequent to the date of first issuance of Class I Shares of any series, unless: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and
unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a
sum sufficient for payment therefor set apart; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of
Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item IX. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class I Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class I Shares shall be
the amount that the total dividends paid or made available to the holders of the Class I Shares for the year bears to the Total Dividends. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class I
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item IX; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class I Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item IX; and shall in each case pay all accrued and unpaid
dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the
holders of record of the Class I Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior
thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item IX prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate
redemption price of Class I Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than
$100,000,000 named in such notice and direct that there be paid to the respective holders of the Class I Shares so to be redeemed amounts equal to the redemption price of the Class I Shares so to be redeemed, together with such accrued and unpaid
dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be
shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such
shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class I Shares are
to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class I Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class I Shares which are (1)&nbsp;redeemed by the Corporation pursuant to
the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or (4)&nbsp;otherwise acquired by
the Corporation shall resume the status of authorized but unissued Class I Shares without serial designation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except
in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of
Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class I Shares then
outstanding except in accordance with a stock purchase offer made to all holders of record of Class I Shares, unless all dividends on all Class I Shares then outstanding for all previous and current dividend periods shall have been declared and paid
or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class I Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class I Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item IX, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class I Shares of
the full preferential amounts as aforesaid, the holders of Class I Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class I Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class I
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
not, which in the aggregate contain at least 540 days, all holders of such Class I Shares, voting separately as a class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares,
Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in
Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class I Shares shall not exercise such special class voting rights
except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class I Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this
paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class I Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for
payment, whereupon the holders of such Class I Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified
in this paragraph. All dividend payments made on the Class I Shares, at any time during which the Corporation is in default in the payment of dividends on such Class I Shares for any dividend period, shall be deemed to be made in respect of the
earliest dividend period with respect to which the Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling
holders of Class I Shares to elect two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written
request of, or may be called by, the holders of record of at least 10% of the Class I Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of
shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from
the holders of Class I Shares. At any meeting at which such holders of Class I Shares shall be entitled to elect directors, holders of 50% of such Class I Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the
vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class I Shares are entitled to elect as
herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of
directors of the Corporation, the two directors who may be elected by such holders of Class I Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this
Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this
Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class I Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 73 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the
Class I Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class I Shares are entitled to elect
directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares or
Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined
(with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class I Shares and of all such other shares then entitled so to vote, voting as a
class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class I Shares to elect directors, or prior to a written request for the
holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class I Shares voting together as a single class for such directors, resulting in
the termination of the term of such previously elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The
affirmative vote of the holders of at least two-thirds of the Class I Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect
either of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of
the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class I Shares
which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the
authorized or outstanding number of Class I Shares or of any shares ranking on a parity with or junior to the Class I Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of
the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class I Shares; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 74 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any
shares, or any security convertible into shares, in either case ranking prior to such series of Class I Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the
event, and only to the extent, that (1)&nbsp;Class I Shares are issued in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at
least two-thirds of each series of Class I Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any
amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely
and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated
Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class I Shares or of any shares ranking on a parity with or junior to the Class I Shares nor the Amendment of the provisions of the
Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>7.50% Class I Cumulative Redeemable Preferred Shares. </I>Of the 750,000 authorized Class I Shares, 345,000
shares are designated as a series entitled &#147;7.50% Class I Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;7.50% Class I Preferred Shares&#148;). The 7.50% Class I Preferred Shares shall have the express terms set forth in
this Division as being applicable to all Class I Shares as a class and, in addition, the following express terms applicable to all 7.50% Class I Preferred Shares as a series of Class I Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 7.50% Class I Preferred Shares shall be 7.50% of the liquidation preference of $500.00 per
share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 7.50% Class I Preferred Shares shall be payable, if declared, quarterly in arrears on or about
the fifteenth day of each January, April, July, and October or, if not a business day, the next succeeding business day, the first quarterly dividend being payable, if declared, on July&nbsp;15, 2004. The dividends payable for each full quarterly
dividend period on each 7.50% Class I Preferred Share shall be $9.375. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the
7.50% Class I Preferred Shares, or for any period shorter or longer than a full dividend period on the 7.50% Class I Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend
payable quarterly to each holder of 7.50% Class I Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less
than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Company&#146;s Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 7.50% Class I Preferred Shares shall be cumulative as follows: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) With respect to shares included in the initial issue of 7.50% Class I
Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 7.50% Class I Preferred Shares, dividends shall be cumulative from the date of the initial issue
of 7.50% Class I Preferred Shares; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) With respect to shares issued any time after the aforesaid record date,
dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 7.50%
Class I Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Company&#146;s status as a real estate investment trust under the Internal Revenue Code
of 1986, as amended, the 7.50% Class I Preferred Shares may not be redeemed prior to May&nbsp;7, 2009. At any time or from time to time on and after May&nbsp;7, 2009 the Company, at its option upon not less than thirty (30)&nbsp;nor more than sixty
(60)&nbsp;days&#146; written notice, may redeem all or any part of the 7.50% Class I Preferred Shares at a redemption price of $500.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date,
without interest. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The amount payable per 7.50% Class I Preferred Share in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company shall be $500.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) All dividend payments made on the 7.50% Class I Preferred Shares, at any time during which the Company is in default in the
payment of dividends on such 7.50% Class I Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Division A-IX, be deemed to be made in respect of the earliest dividend period with respect to which the
Company is in default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">X. <I>The Class J Cumulative Preferred Shares. </I>The Class J Shares shall have the following express terms: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class J Shares may be issued from time to time in one or more series. All Class J Shares
shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the
dates from which dividends shall accrue and be cumulative. All Class J Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
I Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and
Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares shall be
cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class J Shares, </P>
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the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and
thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series,
which may be by distinguishing number, letter or title; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number
the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item X) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class J Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class J Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class J Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
have been paid upon or declared or set apart for all Class J Shares of all series then issued and outstanding and entitled to receive such dividend and (ii)&nbsp;the dividends payable for the
dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been
paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares then issued and
outstanding and entitled to receive such dividends. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class J Shares shall be outstanding no dividend,
except a dividend payable in Common Shares or other shares ranking junior to the Class J Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the
Class J Shares, nor shall any Common Shares or any other shares ranking junior to the Class J Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the
Corporation ranking junior to the Class J Shares received by the Corporation subsequent to the date of first issuance of Class J Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item X. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class J Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class J Shares shall be
the amount that the total dividends paid or made available to the holders of the Class J Shares for the year bears to the Total Dividends. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 78 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class J
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item X; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class J Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item X; and shall in each case pay all accrued and unpaid dividends
to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to the holders of
record of the Class J Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as
the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item X prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption
price of Class J Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000
named in such notice and direct that there be paid to the respective holders of the Class J Shares so to be redeemed amounts equal to the redemption price of the Class J Shares so to be redeemed, together with such accrued and unpaid dividends
thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders
with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares,
except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class J Shares are to be
redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class J Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class J Shares which are (1)&nbsp;redeemed by the Corporation pursuant to
the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or (4)&nbsp;otherwise acquired by
the Corporation shall resume the status of authorized but unissued Class J Shares without serial designation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except
in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of
Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class J Shares then
outstanding except in accordance with a stock purchase offer made to all holders of record of Class J Shares, unless all dividends on all Class J Shares then outstanding for all previous and current dividend periods shall have been declared and paid
or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class J Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class J Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item X, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class J Shares of
the full preferential amounts as aforesaid, the holders of Class J Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class J Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class J
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class J Shares,
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
voting separately as a class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I
Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the
Board of Directors of the Corporation; provided, however, that the holders of such Class J Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not
less than 50% of such Class J Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and
unpaid dividends on such Class J Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class J Shares shall be divested of their special class
voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class J Shares, at any time during which
the Corporation is in default in the payment of dividends on such Class J Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class J Shares to elect two directors as specified in paragraph (1)&nbsp;of
this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class J
Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call
such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class J Shares. At any meeting at which such holders of Class J
Shares shall be entitled to elect directors, holders of 50% of such Class J Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class J Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles
of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class J
Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the
total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two
directors elected by such holders of Class J Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 81 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the
Class J Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class J Shares are entitled to elect
directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares or
Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined
(with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class J Shares and of all such other shares then entitled so to vote, voting as a
class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class J Shares to elect directors, or prior to a written request for the
holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class J Shares voting together as a single class for such directors, resulting in
the termination of the term of such previously elected directors upon the election of such new directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The
affirmative vote of the holders of at least two-thirds of the Class J Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect
either of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of
the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class J Shares
which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the
authorized or outstanding number of Class J Shares or of any shares ranking on a parity with or junior to the Class J Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of
the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class J Shares; or </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any
shares, or any security convertible into shares, in either case ranking prior to such series of Class J Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the
event, and only to the extent, that (1)&nbsp;Class J Shares are issued in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at
least two-thirds of each series of Class J Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any
amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely
and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated
Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class J Shares or of any shares ranking on a parity with or junior to the Class J Shares nor the Amendment of the provisions of the
Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>6.50% Class J Cumulative Redeemable Preferred Shares</I>. Of the 750,000 authorized Class J Shares, 400,000 shares are
designated as a series entitled &#147;6.50% Class J Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;6.50% Class J Preferred Shares&#148;). The 6.50% Class J Preferred Shares shall have the express terms set forth in this
Division as being applicable to all Class J Shares as a class and, in addition, the following express terms applicable to all 6.50% Class J Preferred Shares as a series of Class J Shares: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 6.50% Class J Preferred Shares shall be 6.50% of the liquidation preference of $500.00 per
share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 6.50% Class J Preferred Shares shall be payable, if declared, quarterly in arrears on the
fifteenth day of each January, April, July and October or, if not a Business Day (as defined in clause (h)&nbsp;of this Section&nbsp;6), the next succeeding Business Day (each a &#147;Dividend Payment Date&#148;), the first quarterly dividend being
payable, if declared, on October&nbsp;15, 2012 (the &#147;First Dividend Payment Date&#148;). The dividends payable for each full quarterly dividend period on each 6.50% Class J Preferred Share shall be $8.125. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 6.50% Class J Preferred Shares, or for any period shorter or longer than a
full dividend period on the 6.50% Class J Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 6.50% Class J Preferred Shares shall be
rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record as of the close of business on the applicable record date, which shall be the first day of the calendar month
in which the applicable Dividend Payment Date </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
falls or on such other date as shall be fixed by the Corporation&#146;s Board of Directors that is no less than ten nor more than 30 days preceding the applicable Dividend Payment Date (the
&#147;Dividend Record Date&#148;), in each case whether or not such day is a Business Day. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 6.50% Class J
Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) with respect to shares included in the initial issue of 6.50% Class J
Preferred Shares and shares issued any time thereafter up to and including the Dividend Record Date for the First Dividend Payment Date, dividends shall be cumulative from the date of the initial issue of 6.50% Class J Preferred Shares; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) with respect to shares issued any time after the aforesaid Dividend Record Date, dividends shall be cumulative from the
Dividend Payment Date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the Dividend Record Date for the payment of a dividend on 6.50% Class J Preferred Shares and
ending on the Dividend Payment Date of that dividend, dividends with respect to such shares shall be cumulative from that Dividend Payment Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">Accrued but unpaid dividends on 6.50% Class J Preferred Shares shall not bear interest. Any dividend payment made on the 6.50%
Class J Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended, and except pursuant to the Special Optional Redemption Right (as defined in this Section&nbsp;6(d)), the 6.50% Class J Preferred Shares may not be redeemed prior to August&nbsp;1, 2017. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any time or from time to time on and after August&nbsp;1, 2017, the Corporation, at its option upon not less than 30 nor
more than 60 days&#146; written notice, may redeem the 6.50% Class J Preferred Shares, in whole or in part, at a redemption price of $500.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to, but not
including, the redemption date, without interest (the &#147;Optional Redemption Right&#148;). Upon the occurrence of a Change of Control (as defined in clause (h)&nbsp;of this Section&nbsp;6), the Corporation, at its option upon not less than 30 nor
more than 60 days&#146; written notice, may redeem the 6.50% Class J Preferred Shares, in whole or in part, within 120 days after the first date on which such Change of Control occurred, at a redemption price of $500.00 per share plus, in each case,
an amount equal to all dividends accrued and unpaid thereon to, but not including, the redemption date, without interest (the &#147;Special Optional Redemption Right&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If, prior to the Change of Control Conversion Date (as defined in clause (h)&nbsp;of this Section&nbsp;6), the Corporation has
provided or provides notice of its exercise of any of its redemption rights with respect to the 6.50% Class J Preferred Shares (whether pursuant to the Optional Redemption Right or the Special Optional Redemption Right), the holders of 6.50% Class J
Preferred Shares will not have the Change of Control Conversion Right (as defined in clause (e)&nbsp;of this Section&nbsp;6) in respect of the 6.50% Class J Preferred Shares called for redemption. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 84 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If less than all of the outstanding 6.50% Class J Preferred Shares are to be
redeemed, the 6.50% Class J Preferred Shares to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares), or by any other equitable method determined by the Corporation that will not result in the
issuance of any 6.50% Class J Preferred Shares in excess of the Ownership Limit (as defined in Section (a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notice of redemption shall be mailed, postage prepaid, as of a date set by the Corporation not less than 30 nor more than 60
days prior to the redemption date, addressed to the respective holders of record of the 6.50% Class J Preferred Shares to be redeemed at their respective addresses then appearing on the books of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings
for the redemption of any 6.50% Class J Preferred Shares except as to the holder to whom such notice was defective or not given. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder received the redemption notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">In addition to any information
required by the applicable rules of any securities exchange upon which the 6.50% Class J Preferred Shares may be listed or admitted to trading, each such notice shall state (i)&nbsp;the redemption date; (ii)&nbsp;the redemption price; (iii)&nbsp;the
number of 6.50% Class J Preferred Shares to be redeemed; (iv)&nbsp;the place or places where certificates, if any, for the 6.50% Class J Preferred Shares to be redeemed are to be surrendered for payment of the redemption price; and (v)&nbsp;that
dividends in respect of the 6.50% Class J Preferred Shares to be redeemed will cease to accrue on such redemption date. If less than all of the 6.50% Class J Preferred Shares held by any holder are to be redeemed, the notice shall state the number
of such 6.50% Class J Preferred Shares held by such holder to be so redeemed. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) In the event the Corporation is
exercising the Special Optional Redemption Right, the notice referred to above shall also state: (i)&nbsp;that the 6.50% Class J Preferred Shares are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence
of a Change of Control and a brief description of the transaction(s) constituting such Change of Control; and (ii)&nbsp;that the 6.50% Class J Preferred Shares to which such notice relates may not be tendered for conversion in connection with the
Change of Control by the holder thereof and that each 6.50% Class J Preferred Share so tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption
instead of converted on the Change of Control Conversion Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Anything herein to the contrary notwithstanding and except as otherwise
required by law, the holders of 6.50% Class J Preferred Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to their 6.50% Class J Preferred Shares on the corresponding Dividend
Payment Date notwithstanding the redemption thereof after such Dividend Record Date and on or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 85 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
prior to such Dividend Payment Date or the Corporation&#146;s default in the payment of the dividend due on such Dividend Payment Date. Except as provided in this Section&nbsp;6, the Corporation
will make no payment or allowance for unpaid dividends, whether or not in arrears, on 6.50% Class J Preferred Shares called for redemption. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 6.50% Class J Preferred Shares shall not be convertible into or exchangeable for any other property or securities of the
Corporation, except as provided in this Section&nbsp;6(e) and/or except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A of this Article FOURTH, Section&nbsp;4(d) of
Division B of this Article FOURTH, or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Upon the occurrence of a Change of Control, each holder of 6.50% Class J Preferred Shares shall have the right, unless, prior
to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem the 6.50% Class J Preferred Shares pursuant to the Optional Redemption Right or Special Optional Redemption Right, to convert some or
all of the 6.50% Class J Preferred Shares held by such holder (the &#147;Change of Control Conversion Right&#148;) on the Change of Control Conversion Date into a number of Common Shares (or equivalent value of Alternative Conversion Consideration
(as defined in this Section&nbsp;6(e))&nbsp;per 6.50% Class J Preferred Share to be converted (the &#147;Common Shares Conversion Consideration&#148;) equal to the lesser of (i)&nbsp;the quotient obtained by dividing (1)&nbsp;the sum of $500.00 per
share plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment
Date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (2)&nbsp;the Common Share Price (as defined in clause (h)&nbsp;of this Section&nbsp;6); and (ii)&nbsp;66.8896 (the &#147;Share
Cap&#148;), subject to the adjustments described in the following paragraph. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Anything herein to the contrary
notwithstanding and except as otherwise required by law, the persons who are holders of record of 6.50% Class J Preferred Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payable on the corresponding
Dividend Payment Date notwithstanding the conversion of those shares after such Dividend Record Date and on or prior to such Dividend Payment Date and, in such case, the full amount of such dividend shall be paid on such Dividend Payment Date to the
persons who were the holders of record of 6.50% Class J Preferred Shares at the close of business on such Dividend Record Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of
Common Shares), subdivisions or combinations (in each case, a &#147;Share Split&#148;) with respect to Common Shares as follows: the adjusted Share Cap as the result of a Share Split will be the number of Common Shares that is equivalent to the
product obtained by multiplying (i)&nbsp;the Share Cap in effect immediately prior to such Share Split by (ii)&nbsp;a fraction, the numerator of which is the number of Common Shares outstanding after giving effect to such Share Split and the
denominator of which is the number of Common Shares outstanding immediately prior to such Share Split. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 86 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the avoidance of doubt, subject to the immediately succeeding sentence, the
aggregate number of Common Shares (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 26,756,000 Common Shares (or equivalent
Alternative Conversion Consideration, as applicable) (the &#147;Exchange Cap&#148;). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is subject to
increase in the event that additional 6.50% Class J Preferred Shares are designated and issued in the future pursuant to an amendment to these Amended and Restated Articles of Incorporation, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the case of a Change of Control pursuant to which Common Shares will be converted into cash, securities or other property
or assets (including any combination thereof) (the &#147;Alternative Form Consideration&#148;), a holder of 6.50% Class J Preferred Shares will receive upon conversion of such 6.50% Class J Preferred Shares the kind and amount of Alternative Form
Consideration that such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of Common Shares equal to the Common Shares Conversion Consideration immediately prior to the effective time of the
Change of Control (the &#147;Alternative Conversion Consideration&#148;; the Common Shares Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the &#147;Conversion
Consideration&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the holders of Common Shares have the opportunity to elect the form of consideration to be
received in the Change of Control, the consideration that the holders of the 6.50% Class J Preferred Shares will receive will be in the form and proportion of the aggregate consideration elected by the holders of Common Shares who participate in the
determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of Common Shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration
payable in the Change of Control. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">No fractional Common Shares will be issued upon the conversion of the 6.50% Class J
Preferred Shares. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Share Price (as defined in clause (h)&nbsp;of this Section&nbsp;6). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Within 15 days following the occurrence of a Change of Control, the Corporation shall deliver a notice of occurrence of the
Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the 6.50% Class J Preferred Shares at their respective addresses then appearing on the books of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings
for the conversion of any 6.50% Class J Preferred Shares except as to the holder to whom notice was defective or not given. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 87 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Each such notice shall state (i)&nbsp;the events constituting the Change of
Control; (ii)&nbsp;the date of the Change of Control; (iii)&nbsp;the last date on which the holders of the 6.50% Class J Preferred Shares may exercise their Change of Control Conversion Right; (iv)&nbsp;the method and period for calculating the
Common Share Price; (v)&nbsp;the Change of Control Conversion Date; (vi)&nbsp;that if, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem all or any portion of the 6.50% Class J
Preferred Shares, holders of such shares will not be able to convert such shares and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control
Conversion Right; (vii)&nbsp;if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per 6.50% Class J Preferred Share; (viii)&nbsp;the name and address of the paying agent and the conversion agent;
(ix)&nbsp;the procedures that the holders of the 6.50% Class J Preferred Shares must follow to exercise the Change of Control Conversion Right; and (x)&nbsp;the last date on which the holders of the 6.50% Class J Preferred Shares may withdraw shares
surrendered for conversion and the procedures that such holders must follow to effect such a withdrawal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation
shall issue a press release for publication on the Dow Jones&nbsp;&amp; Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other
news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Corporation&#146;s website, in any event prior to the opening of business on the first Business Day
following any date on which the Corporation provides the Change of Control notice described above to the holders of the 6.50% Class J Preferred Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In order to exercise the Change of Control Conversion Right, a holder of 6.50% Class J Preferred Shares shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates, if any, evidencing the 6.50% Class J Preferred Shares to be converted, duly endorsed for transfer, together with a written conversion notice
completed, to the Corporation&#146;s transfer agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Such notice shall state (i)&nbsp;the relevant Change of Control
Conversion Date; (ii)&nbsp;the number of 6.50% Class J Preferred Shares to be converted; and (iii)&nbsp;that the 6.50% Class J Preferred Shares are to be converted pursuant to the applicable provisions of the 6.50% Class J Preferred Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Notwithstanding the foregoing, if the 6.50% Class J Preferred Shares are held in global form, such notice shall comply with
applicable procedures of The Depository Trust Company or any other organization acting as depositary for the 6.50% Class J Preferred Shares (the &#147;Depositary&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Holders of 6.50% Class J Preferred Shares may withdraw any notice of exercise of a Change of Control Conversion Right (in
whole or in part) by a written notice of withdrawal delivered to the Corporation&#146;s transfer agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 88 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) The notice of withdrawal must state: (i)&nbsp;the number of withdrawn 6.50%
Class J Preferred Shares; (ii)&nbsp;if certificated 6.50% Class J Preferred Shares have been issued, the certificate numbers of the withdrawn 6.50% Class J Preferred Shares; and (iii)&nbsp;the number of 6.50% Class J Preferred Shares, if any, which
remain subject to the conversion notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Notwithstanding the foregoing, if the 6.50% Class J Preferred Shares are held
in global form, such notice of withdrawal shall comply with applicable procedures of the Depositary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.50% Class J
Preferred Shares as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with
the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem such 6.50% Class J Preferred Shares,
whether pursuant to the Optional Redemption Right or Special Optional Redemption Right. If the Corporation elects to redeem 6.50% Class J Preferred Shares that would otherwise be converted into the applicable Conversion Consideration on a Change of
Control Conversion Date, such 6.50% Class J Preferred Shares shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $500.00 per share, plus accrued and unpaid dividends to, but not
including, the redemption date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation shall deliver the applicable Conversion Consideration to the applicable
holders of 6.50% Class J Preferred Shares no later than the third Business Day following the Change of Control Conversion Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding anything to the contrary contained herein, no holder of 6.50% Class J Preferred Shares will be entitled to
convert such shares to the extent that receipt of Common Shares upon conversion of the 6.50% Class J Preferred Shares would cause such holder (or any other person) to exceed either of the ownership limits described in Section
(a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH and Section&nbsp;4(a) of Division B of this Article FOURTH, unless the Corporation provides an exemption from such ownership limits for such holder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing restrictions on the ability to convert the 6.50% Class J Preferred Shares, any conversion of
6.50% Class J Preferred Shares in violation of the ownership limits described in Section (a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH and Section&nbsp;4(a) of Division B of this Article FOURTH, or that causes another
person to be in violation of such ownership limits, including as a result of the effect of the operation of this provision, shall be construed as causing any 6.50% Class J Preferred Shares that exceed such ownership limits to be deemed Excess
Preferred Shares and subject to the provisions applicable to Excess Preferred Shares set forth in these Amended and Restated Articles of Incorporation, as amended. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 89 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The amount payable per 6.50% Class J Preferred Share in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $500.00, plus an amount equal to all dividends accrued and unpaid thereon to, but not including, the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) All dividend payments made on the 6.50% Class J Preferred Shares, at any time during which the Corporation is in default in
the payment of dividends on such 6.50% Class J Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Item X, be deemed to be made in respect of the earliest dividend period with respect to which the
Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Definitions</I>. For the purposes of this Section&nbsp;6 of Item X of Division A of this
Article FOURTH, the following terms shall have the following meanings: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Business Day&#148; shall mean any day other
than a Saturday, Sunday or a day on which banking institutions in The City of New York, New York are authorized or required by law, regulation or executive order to close. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Change of Control&#148; is when, after the original issuance of the 6.50% Class J Preferred Shares, the following have
occurred and are continuing: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the acquisition by any person, including any syndicate or group deemed to be a
&#147;person&#148; under Section&nbsp;13(d)(3) of the Exchange Act (as defined in this Section&nbsp;6(h)), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers
or other acquisition transactions of shares of the Corporation entitling that person to exercise more than 50% of the total voting power of all shares of the Corporation entitled to vote generally in elections of directors (except that such person
will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) following the closing of any transaction referred to in the foregoing clause (i), neither the Corporation nor the
acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to
the NYSE, the NYSE MKT or NASDAQ. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Change of Control Conversion Date&#148; shall mean the date the 6.50% Class J
Preferred Shares are to be converted which shall be a Business Day that is no fewer than 20 days nor more than 35 days after the date on which the Corporation provides notice of the occurrence of a Change of Control (as provided for in clause
(e)&nbsp;of this Section&nbsp;6) to the holders of the 6.50% Class J Preferred Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Common Share Price&#148; shall mean: (i)&nbsp;if the consideration to be
received in the Change of Control by the holders of Common Shares is solely cash, the amount of cash consideration per Common Share or (ii)&nbsp;if the consideration to be received in the Change of Control by holders of Common Shares is other than
solely cash (x)&nbsp;the average of the closing sale prices per Common Share (or, if no closing sale price is reported, the average of the closing bid and ask prices per Common Share or, if more than one in either case, the average of the average
closing bid and the average closing ask prices per Common Share) for the ten consecutive trading days immediately preceding, but not including, the date on which such Change of Control occurred as reported on the principal U.S. securities exchange
on which the Common Shares are then traded, or (y)&nbsp;the average of the last quoted bid prices for the Common Shares in the over-the-counter market as reported by Pink OTC Markets Inc. or similar organization for the ten consecutive trading days
immediately preceding, but not including, the date on which such Change of Control occurred, if the Common Shares are not then listed for trading on a U.S. securities exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Exchange Act&#148; shall mean the Securities Exchange Act of 1934, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NASDAQ&#148; shall mean the NASDAQ Stock Market. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NYSE&#148; shall mean the New York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NYSE MKT&#148; shall mean the NYSE MKT (formerly known as the NYSE Amex Equities). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XI. <I>The Class K Cumulative Preferred Shares. </I>The Class K Shares shall have the following express terms: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Class K Shares may be issued from time to time in one or more series. All Class K Shares
shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the
dates from which dividends shall accrue and be cumulative. All Class K Shares shall rank on a parity with the Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
I Shares, Class J Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and
Noncumulative Shares except (1)&nbsp;in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on Cumulative Shares shall be
cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class K Shares, the Board of Directors hereby is authorized to cause such shares
to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section), the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 91 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such
rates may be established; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The date or dates from which dividends shall accrue and be cumulative and the dates on which
and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares
or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item XI) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class K Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Class K Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance
with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect
to such series. No dividends shall be paid upon or declared or set apart for any series of the Class K Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the dividend periods terminating on the same or
any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class K Shares of all series then issued and outstanding and entitled to receive such dividend
and (ii)&nbsp;the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective
dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J
Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 92 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Class K Shares shall be outstanding no dividend, except a
dividend payable in Common Shares or other shares ranking junior to the Class K Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class K
Shares, nor shall any Common Shares or any other shares ranking junior to the Class K Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation
ranking junior to the Class K Shares received by the Corporation subsequent to the date of first issuance of Class K Shares of any series, unless: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall
have been declared and paid or a sum sufficient for payment thereof set apart; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative
Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from
any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item XI. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class K Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion,
stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section&nbsp;4(d) of
Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class K Shares shall be
the amount that the total dividends paid or made available to the holders of the Class K Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class K
Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item XI; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 93 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Class K
Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item XI; and shall in each
case pay all accrued and unpaid dividends to the redemption date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of the Class K Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such
redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item XI prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the
Corporation may deposit the aggregate redemption price of Class K Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having
capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class K Shares so to be redeemed amounts equal to the redemption price of the Class K Shares so to be redeemed,
together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust
company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim
against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less
than all of the outstanding Class K Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Class K Shares which have been called for redemption shall not within six years after such deposit claim
the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Class K Shares which are (1)&nbsp;redeemed by the
Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express terms thereof, or
(4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Class K Shares without serial designation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 94 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights
pursuant to Section (d)&nbsp;of Item XIV of this Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of
capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class K Shares then outstanding except in accordance with a stock purchase offer made to all
holders of record of Class K Shares, unless all dividends on all Class K Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations
applicable thereto shall have been complied with. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Class K Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any
other shares ranking junior to the Class K Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item XI, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding
Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to
the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of Class K Shares of
the full preferential amounts as aforesaid, the holders of Class K Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Class K Shares shall have no voting rights, except as provided in this Section or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class K
Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class K Shares, voting separately as a
class, together with all Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares upon which like voting rights have
been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class K Shares shall not exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than 50% of such Class K Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same
shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class K Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders
of such Class K Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend
payments made on the Class K Shares, at any time during which the Corporation is in default in the payment of dividends on such Class K Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with
respect to which the Corporation is in default. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Class K Shares to elect
two directors as specified in paragraph (1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the Class K Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class K Shares. At any
meeting at which such holders of Class K Shares shall be entitled to elect directors, holders of 50% of such Class K Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such
shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class K Shares are entitled to elect as herein provided. Notwithstanding any
provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two
directors who may be elected by such holders of Class K Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection
shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification
of the other directors of the Corporation, the two directors elected by such holders of Class K Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Class K Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 96 - </P>


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class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold
office for the unexpired term in respect of which such vacancy occurred. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Class K
Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
I Shares, Class J Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled
to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class K Shares and of all such other shares then entitled so
to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class K Shares to elect directors, or prior to a
written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class K Shares voting together as a single class for such
directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Class K Shares at the time outstanding, voting separately
as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class K Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Class K Shares or of any shares ranking on a parity with or junior to the Class K Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to
affect adversely and materially preferences or voting or other rights of the holders of Class K Shares; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The
authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class K Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that (1)&nbsp;Class K Shares are issued in more than one series and (2)&nbsp;Ohio law
permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class K Shares at the time outstanding, voting separately as a class, given in
person or by proxy either in writing or at a meeting called for the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated
Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated
Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class K Shares or of
any shares ranking on a parity with or junior to the Class K Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and
materially the preferences or voting or other rights of the holders of such series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. 6.250%<I> Class K Cumulative
Redeemable Preferred Shares</I>. Of the 750,000 authorized Class K Shares, 345,000 shares are designated as a series entitled &#147;6.250% Class K Cumulative Redeemable Preferred Shares&#148; (hereinafter called &#147;6.250% Class K Preferred
Shares&#148;). The 6.250% Class K Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class K Shares as a class and, in addition, the following express terms applicable to all 6.250% Class K Preferred
Shares as a series of Class K Shares: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual dividend rate of the 6.250% Class K Preferred Shares shall be 6.250%
of the liquidation preference of $500.00 per share. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Dividends on the 6.250% Class K Preferred Shares shall be payable,
if declared, quarterly in arrears on the fifteenth day of each January, April, July and October or, if not a Business Day (as defined in clause (h)&nbsp;of this Section&nbsp;6), the next succeeding Business Day (each a &#147;Dividend Payment
Date&#148;), the first quarterly dividend being payable, if declared, on July&nbsp;15, 2013 (the &#147;First Dividend Payment Date&#148;). The dividends payable for each full quarterly dividend period on each 6.250% Class K Preferred Share shall be
$7.8125. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends for the initial dividend period on the 6.250% Class K Preferred Shares, or for any period shorter or
longer than a full dividend period on the 6.250% Class K Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 6.250% Class K Preferred
Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record as of the close of business on the applicable record date, which shall be the first day of
the calendar month in which the applicable Dividend Payment Date falls or on such other date as shall be fixed by the Corporation&#146;s Board of Directors that is no less than ten nor more than 30 days preceding the applicable Dividend Payment Date
(the &#147;Dividend Record Date&#148;), in each case whether or not such day is a Business Day. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Dividends on 6.250%
Class K Preferred Shares shall be cumulative as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) with respect to shares included in the initial issue of
6.250% Class K Preferred Shares and shares issued any time thereafter up to and including the Dividend Record Date for the First Dividend Payment Date, dividends shall be cumulative from the date of the initial issue of 6.250% Class K Preferred
Shares; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 98 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) with respect to shares issued any time after the aforesaid Dividend Record
Date, dividends shall be cumulative from the Dividend Payment Date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the Dividend Record Date for the payment of a
dividend on 6.250% Class K Preferred Shares and ending on the Dividend Payment Date of that dividend, dividends with respect to such shares shall be cumulative from that Dividend Payment Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Accrued but unpaid dividends on 6.250% Class K Preferred Shares shall not bear interest. Any dividend payment made on the
6.250% Class K Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except as required to preserve the Corporation&#146;s status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended, and except pursuant to the Special Optional Redemption Right (as defined in this Section&nbsp;6(d)), the 6.250% Class K Preferred Shares may not be redeemed prior to April&nbsp;9, 2018. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any time or from time to time on and after April&nbsp;9, 2018, the Corporation, at its option upon not less than 30 nor
more than 60 days&#146; written notice, may redeem the 6.250% Class K Preferred Shares, in whole or in part, at a redemption price of $500.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to, but not
including, the redemption date, without interest (the &#147;Optional Redemption Right&#148;). Upon the occurrence of a Change of Control (as defined in clause (h)&nbsp;of this Section&nbsp;6), the Corporation, at its option upon not less than 30 nor
more than 60 days&#146; written notice, may redeem the 6.250% Class K Preferred Shares, in whole or in part, within 120 days after the first date on which such Change of Control occurred, at a redemption price of $500.00 per share plus, in each
case, an amount equal to all dividends accrued and unpaid thereon to, but not including, the redemption date, without interest (the &#147;Special Optional Redemption Right&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If, prior to the Change of Control Conversion Date (as defined in clause (h)&nbsp;of this Section&nbsp;6), the Corporation has
provided or provides notice of its exercise of any of its redemption rights with respect to the 6.250% Class K Preferred Shares (whether pursuant to the Optional Redemption Right or the Special Optional Redemption Right), the holders of 6.250% Class
K Preferred Shares will not have the Change of Control Conversion Right (as defined in clause (e)&nbsp;of this Section&nbsp;6) in respect of the 6.250% Class K Preferred Shares called for redemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If less than all of the outstanding 6.250% Class K Preferred Shares are to be redeemed, the 6.250% Class K Preferred Shares to
be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares), or by any other equitable method determined by the Corporation that will not result in the issuance of any 6.250% Class K Preferred Shares
in excess of the Ownership Limit (as defined in Section (a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 99 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notice of redemption shall be mailed, postage prepaid, as of a date set by the
Corporation not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the 6.250% Class K Preferred Shares to be redeemed at their respective addresses then appearing on the books of the
Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any 6.250% Class K Preferred Shares except as to the holder to whom such notice was defective or not given. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder received the redemption notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">In addition to any information
required by the applicable rules of any securities exchange upon which the 6.250% Class K Preferred Shares may be listed or admitted to trading, each such notice shall state (i)&nbsp;the redemption date; (ii)&nbsp;the redemption price;
(iii)&nbsp;the number of 6.250% Class K Preferred Shares to be redeemed; (iv)&nbsp;the place or places where certificates, if any, for the 6.250% Class K Preferred Shares to be redeemed are to be surrendered for payment of the redemption price; and
(v)&nbsp;that dividends in respect of the 6.250% Class K Preferred Shares to be redeemed will cease to accrue on such redemption date. If less than all of the 6.250% Class K Preferred Shares held by any holder are to be redeemed, the notice shall
state the number of such 6.250% Class K Preferred Shares held by such holder to be so redeemed. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) In the event the
Corporation is exercising the Special Optional Redemption Right, the notice referred to above shall also state: (i)&nbsp;that the 6.250% Class K Preferred Shares are being redeemed pursuant to the Special Optional Redemption Right in connection with
the occurrence of a Change of Control and a brief description of the transaction(s) constituting such Change of Control; and (ii)&nbsp;that the 6.250% Class K Preferred Shares to which such notice relates may not be tendered for conversion in
connection with the Change of Control by the holder thereof and that each 6.250% Class K Preferred Share so tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related
redemption date instead of converted on the Change of Control Conversion Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Anything herein to the contrary
notwithstanding and except as otherwise required by law, the holders of 6.250% Class K Preferred Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to their 6.250% Class K
Preferred Shares on the corresponding Dividend Payment Date notwithstanding the redemption thereof after such Dividend Record Date and on or prior to such Dividend Payment Date or the Corporation&#146;s default in the payment of the dividend due on
such Dividend Payment Date. Except as provided in this Section&nbsp;6, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on 6.250% Class K Preferred Shares called for redemption. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 100 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 6.250% Class K Preferred Shares shall not be convertible into or exchangeable
for any other property or securities of the Corporation, except as provided in this Section&nbsp;6(e) and/or except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this Division A of this
Article FOURTH, Section&nbsp;4(d) of Division B of this Article FOURTH, or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Upon the occurrence of a Change of Control, each holder of 6.250% Class K Preferred Shares shall have the right, unless, prior
to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem the 6.250% Class K Preferred Shares pursuant to the Optional Redemption Right or Special Optional Redemption Right, to convert some
or all of the 6.250% Class K Preferred Shares held by such holder (the &#147;Change of Control Conversion Right&#148;) on the Change of Control Conversion Date into a number of Common Shares (or equivalent value of Alternative Conversion
Consideration (as defined in this Section&nbsp;6(e))&nbsp;per 6.250% Class K Preferred Share to be converted (the &#147;Common Shares Conversion Consideration&#148;) equal to the lesser of (i)&nbsp;the quotient obtained by dividing (1)&nbsp;the sum
of $500.00 per share plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding
Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (2)&nbsp;the Common Share Price (as defined in clause (h)&nbsp;of this Section&nbsp;6); and (ii)&nbsp;57.1102 (the
&#147;Share Cap&#148;), subject to the adjustments described in the following paragraph. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Anything herein to the contrary
notwithstanding and except as otherwise required by law, the persons who are holders of record of 6.250% Class K Preferred Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payable on the
corresponding Dividend Payment Date notwithstanding the conversion of those shares after such Dividend Record Date and on or prior to such Dividend Payment Date and, in such case, the full amount of such dividend shall be paid on such Dividend
Payment Date to the persons who were the holders of record of 6.250% Class K Preferred Shares at the close of business on such Dividend Record Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of
Common Shares), subdivisions or combinations (in each case, a &#147;Share Split&#148;) with respect to Common Shares as follows: the adjusted Share Cap as the result of a Share Split will be the number of Common Shares that is equivalent to the
product obtained by multiplying (i)&nbsp;the Share Cap in effect immediately prior to such Share Split by (ii)&nbsp;a fraction, the numerator of which is the number of Common Shares outstanding after giving effect to such Share Split and the
denominator of which is the number of Common Shares outstanding immediately prior to such Share Split. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the avoidance
of doubt, subject to the immediately succeeding sentence, the aggregate number of Common Shares (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right
shall not exceed 17,133,000 Common Shares (or equivalent </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
Alternative Conversion Consideration, as applicable), subject to increase to the extent the underwriters&#146; over-allotment option to purchase additional 6.250% Class K Preferred Shares in the
initial public offering of 6.250% Class K Preferred Shares is exercised, not to exceed 19,702,950 Common Shares in total (or equivalent Alternative Conversion Consideration, as applicable) (the &#147;Exchange Cap&#148;). The Exchange Cap is subject
to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is subject to increase in the event that additional 6.250% Class K Preferred Shares are designated and issued in the future pursuant
to an amendment to these Amended and Restated Articles of Incorporation, as amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the case of a Change of Control
pursuant to which Common Shares will be converted into cash, securities or other property or assets (including any combination thereof) (the &#147;Alternative Form Consideration&#148;), a holder of 6.250% Class K Preferred Shares will receive upon
conversion of such 6.250% Class K Preferred Shares the kind and amount of Alternative Form Consideration that such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of Common Shares equal to
the Common Shares Conversion Consideration immediately prior to the effective time of the Change of Control (the &#147;Alternative Conversion Consideration&#148;; the Common Shares Conversion Consideration or the Alternative Conversion
Consideration, as may be applicable to a Change of Control, is referred to as the &#147;Conversion Consideration&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the holders of Common Shares have the opportunity to elect the form of consideration to be received in the Change of
Control, the consideration that the holders of the 6.250% Class K Preferred Shares will receive will be in the form and proportion of the aggregate consideration elected by the holders of Common Shares who participate in the determination (based on
the weighted average of elections) and will be subject to any limitations to which all holders of Common Shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of
Control. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">No fractional Common Shares will be issued upon the conversion of the 6.250% Class K Preferred Shares. In lieu
of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Share Price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Within 15 days following the occurrence of a Change of Control, the Corporation shall deliver a notice of occurrence of the
Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the 6.250% Class K Preferred Shares at their respective addresses then appearing on the books of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings
for the conversion of any 6.250% Class K Preferred Shares except as to the holder to whom notice was defective or not given. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Each such notice shall state (i)&nbsp;the events constituting the Change of Control; (ii)&nbsp;the date of the Change of
Control; (iii)&nbsp;the last date on which the holders of the 6.250% Class K Preferred Shares may exercise their Change of Control </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 102 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
Conversion Right; (iv)&nbsp;the method and period for calculating the Common Share Price; (v)&nbsp;the Change of Control Conversion Date; (vi)&nbsp;that if, prior to the Change of Control
Conversion Date, the Corporation has provided or provides notice of its election to redeem all or any portion of the 6.250% Class K Preferred Shares, holders of such shares will not be able to convert such shares and such shares will be redeemed on
the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii)&nbsp;if applicable, the type and amount of Alternative Conversion Consideration entitled to be
received per 6.250% Class K Preferred Share; (viii)&nbsp;the name and address of the paying agent and the conversion agent; (ix)&nbsp;the procedures that the holders of the 6.250% Class K Preferred Shares must follow to exercise the Change of
Control Conversion Right; and (x)&nbsp;the last date on which the holders of the 6.250% Class K Preferred Shares may withdraw shares surrendered for conversion and the procedures that such holders must follow to effect such a withdrawal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation shall issue a press release for publication on the Dow Jones&nbsp;&amp; Company, Inc., Business Wire, PR
Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to
the public), or post notice on the Corporation&#146;s website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides the Change of Control notice described above to the holders
of the 6.250% Class K Preferred Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In order to exercise the Change of Control Conversion Right, a holder of 6.250%
Class K Preferred Shares shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates, if any, evidencing the 6.250% Class K Preferred Shares to be converted, duly endorsed for transfer,
together with a written conversion notice completed, to the Corporation&#146;s transfer agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Such notice shall state
(i)&nbsp;the relevant Change of Control Conversion Date; (ii)&nbsp;the number of 6.250% Class K Preferred Shares to be converted; and (iii)&nbsp;that the 6.250% Class K Preferred Shares are to be converted pursuant to the applicable provisions of
the 6.250% Class K Preferred Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Notwithstanding the foregoing, if the 6.250% Class K Preferred Shares are held in
global form, such notice shall comply with applicable procedures of The Depository Trust Company or any other organization acting as depositary for the 6.250% Class K Preferred Shares (the &#147;Depositary&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Holders of 6.250% Class K Preferred Shares may withdraw any notice of exercise of a Change of Control Conversion Right (in
whole or in part) by a written notice of withdrawal delivered to the Corporation&#146;s transfer agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) The notice of withdrawal must state: (i)&nbsp;the number of withdrawn 6.250% Class K Preferred Shares; (ii)&nbsp;if
certificated 6.250% Class K Preferred Shares have been issued, the certificate numbers of the withdrawn 6.250% Class K Preferred Shares; and (iii)&nbsp;the number of 6.250% Class K Preferred Shares, if any, which remain subject to the conversion
notice. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Notwithstanding the foregoing, if the 6.250% Class K Preferred Shares are
held in global form, such notice of withdrawal shall comply with applicable procedures of the Depositary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.250% Class K
Preferred Shares as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with
the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem such 6.250% Class K Preferred Shares,
whether pursuant to the Optional Redemption Right or Special Optional Redemption Right. If the Corporation elects to redeem 6.250% Class K Preferred Shares that would otherwise be converted into the applicable Conversion Consideration on a Change of
Control Conversion Date, such 6.250% Class K Preferred Shares shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $500.00 per share, plus accrued and unpaid dividends to, but not
including, the redemption date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation shall deliver the applicable Conversion Consideration to the applicable
holders of 6.250% Class K Preferred Shares no later than the third Business Day following the Change of Control Conversion Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding anything to the contrary contained herein, no holder of 6.250% Class K Preferred Shares will be entitled to
convert such shares to the extent that receipt of Common Shares upon conversion of the 6.250% Class K Preferred Shares would cause such holder (or any other person) to exceed either of the ownership limits described in Section
(a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH and Section&nbsp;4(a) of Division B of this Article FOURTH, unless the Corporation provides an exemption from such ownership limits for such holder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing restrictions on the ability to convert the 6.250% Class K Preferred Shares, any conversion of
6.250% Class K Preferred Shares in violation of the ownership limits described in Section (a)&nbsp;of&nbsp;Item&nbsp;XIV of this Division A of this Article&nbsp;FOURTH and Section&nbsp;4(a) of Division B of this Article FOURTH, or that causes
another person to be in violation of such ownership limits, including as a result of the effect of the operation of this provision, shall be construed as causing any 6.250% Class K Preferred Shares that exceed such ownership limits to be deemed
Excess Preferred Shares and subject to the provisions applicable to Excess Preferred Shares set forth in these Amended and Restated Articles of Incorporation, as amended. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The amount payable per 6.250% Class K Preferred Share in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation shall be $500.00, plus an amount equal to all dividends accrued and unpaid thereon to, but not including, the date of payment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) All dividend payments made on the 6.250% Class K Preferred Shares, at any time during which the Corporation is in default
in the payment of dividends on such 6.250% Class K Preferred Shares for any dividend period, shall, for the purposes of Section&nbsp;5(b)(1) of this Item X, be deemed to be made in respect of the earliest dividend period with respect to which the
Corporation is in default. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Definitions</I>. For the purposes of this Section&nbsp;6 of Item X of
Division A of this Article FOURTH, the following terms shall have the following meanings: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Business Day&#148; shall
mean any day other than a Saturday, Sunday or a day on which banking institutions in The City of New York, New York are authorized or required by law, regulation or executive order to close. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Change of Control&#148; is when, after the original issuance of the 6.250% Class K Preferred Shares, the following have
occurred and are continuing: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the acquisition by any person, including any syndicate or group deemed to be a
&#147;person&#148; under Section&nbsp;13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of
shares of the Corporation entitling that person to exercise more than 50% of the total voting power of all shares of the Corporation entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial
ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) following the closing of any transaction referred to in the foregoing clause (i), neither the Corporation nor the
acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to
the NYSE, the NYSE MKT or NASDAQ. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Change of Control Conversion Date&#148; shall mean the date the 6.250% Class K
Preferred Shares are to be converted which shall be a Business Day that is no fewer than 20 days nor more than 35 days after the date on which the Corporation provides notice of the occurrence of a Change of Control (as provided for in clause
(e)&nbsp;of this Section&nbsp;6) to the holders of the 6.250% Class K Preferred Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Common Share Price&#148;
shall mean: (i)&nbsp;if the consideration to be received in the Change of Control by the holders of Common Shares is solely cash, the amount of cash consideration per Common Share or (ii)&nbsp;if the consideration to be received in the Change of
Control by holders of Common Shares is other than solely cash (x)&nbsp;the average of the closing sale prices per Common Share (or, if no closing sale price is reported, the average of the closing bid and ask prices per Common Share or, if more than
one in either case, the average of the average closing bid and the average closing ask prices per Common Share) for the ten consecutive trading days immediately preceding, but not including, the date on which such Change of Control occurred as
reported on the principal U.S. securities exchange on which the Common Shares are then traded, or (y)&nbsp;the average of the last quoted bid prices for the Common Shares in the over-the-counter market as reported by OTC Markets Group Inc. or
similar organization for the ten consecutive trading days immediately preceding, but not including, the date on which such Change of Control occurred, if the Common Shares are not then listed for trading on a U.S. securities exchange. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Exchange Act&#148; shall mean the Securities Exchange Act of 1934, as
amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NASDAQ&#148; shall mean the NASDAQ Stock Market. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NYSE&#148; shall mean the New York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;NYSE MKT&#148; shall mean the NYSE MKT (formerly known as the NYSE Amex Equities). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XII. <I>The Noncumulative Preferred Shares. </I>The Noncumulative Preferred Shares shall have the following express terms: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Series. </I>The Noncumulative Shares may be issued from time to time in one or more series. All
Noncumulative Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such
series, except as to the dates on which and the periods for which dividends may be payable. All Noncumulative Shares shall rank on a parity with the Cumulative Shares, and shall be identical to all Cumulative Shares, except (1)&nbsp;in respect of
the matters that may be fixed by the Board of Directors as provided in clauses (a)&nbsp;through (i), inclusive, of this Section&nbsp;1 and (2)&nbsp;only dividends on the Noncumulative Shares are noncumulative as set forth herein. Subject to the
provisions of Sections 2 through 5, inclusive, and Item XIII of this Division, which provisions shall apply to all Noncumulative Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series, and with
respect to each such series, to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b)&nbsp;of this Section) the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The designation of the series, which may be by distinguishing number, letter or title; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The dividend rate or rates of the series, including the means by which such rates may be established; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by
which such dates and periods may be established; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The redemption rights and price or prices, if any, for shares of the
series; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Whether the shares of the series shall be convertible into Common Shares or
shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item XII) on the issuance of shares of the
same series or of any other class or series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors is authorized to adopt from time to time amendments
to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a)&nbsp;through (i), both inclusive, of this Section and is authorized to take such actions with respect
thereto as may be required by law in order to effect such amendments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Dividends.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Noncumulative Shares of each series, in preference to the holders of Common Shares and of any other class of
shares ranking junior to the Noncumulative Shares, shall be entitled to receive out of any funds legally available therefor, if, when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in
accordance with the provisions of Section&nbsp;1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue, in the case of shares of each particular series, from and after the date or dates fixed with respect to such
series; provided, however, that if the Board of Directors fails to declare a dividend payable on a dividend payment date on any Noncumulative Shares, the holders of the Noncumulative Shares shall have no right to receive a dividend in respect of the
dividend period ending on such dividend payment date, and the Corporation shall have no obligation to pay the dividend accrued for such period, whether or not dividends on such Noncumulative Shares are declared payable on any future dividend payment
date. No dividends shall be paid upon or declared or set apart for any series of the Noncumulative Shares for any dividend period unless at the same time (i)&nbsp;a like proportionate dividend for the then current dividend period, ratably in
proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Noncumulative Shares of all series then issued and outstanding and entitled to receive such dividend and (ii)&nbsp;the
dividends payable for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class&nbsp;A Shares, Class B
Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Class K Shares then issued and outstanding and entitled to receive such dividends. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Noncumulative Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other
shares ranking junior to the Noncumulative Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Noncumulative Shares, nor shall any Common
Shares or any other shares ranking junior to the Noncumulative Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the
Noncumulative Shares received by the Corporation subsequent to the date of first issuance of Noncumulative Shares of any series, unless: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) All accrued and unpaid dividends on Cumulative Shares, including the full
dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a
sum sufficient for payment therefor set apart; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) There shall be no arrearages with respect to the redemption of
Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section&nbsp;1 of this Item XII. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement
or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Noncumulative Shares shall be inapplicable to (i)&nbsp;any payments in lieu of issuance of fractional shares thereof, whether upon any merger,
conversion, stock dividend or otherwise, (ii)&nbsp;the conversion of Cumulative Shares or Noncumulative Shares into Common Shares or (iii)&nbsp;the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A,
Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation with respect to any other class or series of capital stock hereafter created or authorized. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If, for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in
Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the dividends paid or made available for the year to holders of all classes of stock (the &#147;Total Dividends&#148;), then, to the extent permissible under the
Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section&nbsp;561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Noncumulative Shares
shall be the amount that the total dividends paid or made available to the holders of the Noncumulative Shares for the year bears to the Total Dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Redemption.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the express terms of each series, the Corporation: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of
Noncumulative Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section&nbsp;1 of this Item XII; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Shall, from time to time, make such redemptions of each series of Noncumulative Shares as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section&nbsp;1 of this Item XII; and shall, in each case, pay all unpaid dividends for the
then current dividend period to the redemption date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;Notice of every such redemption shall be mailed, postage prepaid, to
the holders of record of the Noncumulative Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other
time prior thereto as the Board of Directors shall fix for any series pursuant to Section&nbsp;1 of this Item XII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit
the aggregate redemption price of Noncumulative Shares to be redeemed, together with accrued and unpaid dividends thereon for the then current dividend period to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York,
New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Noncumulative Shares so to be redeemed amounts equal to the redemption price of the Noncumulative
Shares so to be redeemed together with such accrued and unpaid dividends thereon for the then current dividend period, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and
the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have
been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any
unexpired privileges of conversion. In the event less than all of the outstanding Noncumulative Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of
Directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) If the holders of Noncumulative Shares which have been called for redemption shall not within six years
after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be
relieved of all responsibility in respect thereof and to such holders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Noncumulative Shares which are
(1)&nbsp;redeemed by the Corporation pursuant to the provisions of this Section, (2)&nbsp;purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3)&nbsp;converted in accordance with the express
terms thereof, or (4)&nbsp;otherwise acquired by the Corporation shall resume the status of authorized but unissued Noncumulative Shares without serial designation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Except in connection with the exercise of the Corporation&#146;s rights pursuant to Section (d)&nbsp;of Item XIV of this
Division A, Section&nbsp;4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized,
the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) of less than all of the Noncumulative Shares then outstanding except in </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
accordance with a stock purchase offer made to all holders of record of Noncumulative Shares, unless all dividends on all Noncumulative Shares then outstanding for the then current dividend
period shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (1)&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Noncumulative Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or
any other shares ranking junior to the Noncumulative Shares, the amounts fixed with respect to shares of such series in accordance with Section&nbsp;1 of this Item XII, plus an amount equal to all dividends accrued and unpaid thereon for the then
current dividend period to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to
permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Noncumulative Shares
in proportion to the full preferential amount to which each such share is entitled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) After payment to the holders of
Noncumulative Shares of the full preferential amounts as aforesaid, the holders of Noncumulative Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into
it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Voting.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The holders of Noncumulative Shares shall have no voting rights, except as provided in this Section or required by law.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (1)&nbsp;If, and so often as, the Corporation shall not have fully paid, or shall not have declared and set aside a
sum sufficient for the payment of, dividends on any series of Noncumulative Shares at the time outstanding, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, the holders of such
Noncumulative Shares, voting separately as a class, together with all Cumulative Shares upon which like voting rights have been conferred and are exercisable, shall be entitled to elect, as herein provided, two members of the Board of Directors of
the Corporation; provided, however, that the holders of such Noncumulative Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of
such Noncumulative Shares are present in person or by proxy; and provided further, that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until the Corporation shall have
fully paid, or shall have set aside a sum sufficient for the payment of, </P>
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dividends on such Noncumulative Shares then outstanding for a number of consecutive dividend payment periods which in the aggregate contain at least 360 days, whereupon the holders of such
Noncumulative Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) In the event of default entitling holders of Noncumulative Shares to elect two directors as specified in paragraph
(1)&nbsp;of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the
Noncumulative Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be
required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Noncumulative Shares. At any meeting at which such
holders of Noncumulative Shares shall be entitled to elect directors, holders of 50% of such Noncumulative Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so
present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Noncumulative Shares are entitled to elect as herein provided. Notwithstanding any provision
of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may
be elected by such holders of Noncumulative Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall
prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation nor require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of
the other directors of the Corporation, the two directors elected by such holders of Noncumulative Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Upon any divesting of the special class voting rights of the holders of the Noncumulative Shares in respect of elections of
directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If at any time when the holders of Noncumulative Shares are entitled to elect directors pursuant to the foregoing
provisions of this Section the holders of any Cumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative
</P>
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Shares and Noncumulative Shares then entitled to vote shall be combined (with class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding
shares). In such case, the holders of Noncumulative Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the
happening of the default or event permitting the holders of Noncumulative Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new
election shall be held with all such other shares and the Noncumulative Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new
directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The affirmative vote of the holders of at least two-thirds of the Noncumulative Shares at the time
outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended
and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Noncumulative Shares which are set forth in these
Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of
Noncumulative Shares or of any shares ranking on a parity with or junior to the Noncumulative Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be
deemed to affect adversely and materially preferences or voting or other rights of the holders of Noncumulative Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in
either case ranking prior to such Noncumulative Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) In the event, and only to the extent, that
(1)&nbsp;Noncumulative Shares are issued in more than one series and (2)&nbsp;Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each
series of the Noncumulative Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration
or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the
preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of
Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Noncumulative Shares or of any shares remaining on a parity </P>
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with or junior to the Noncumulative Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be
deemed to affect adversely and materially preferences or voting or other rights of the holder of such series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XIII. <I>Definitions.
</I>For the purposes of this Division: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Whenever reference is made to shares &#147;ranking prior to&#148; Class&nbsp;A
Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, such reference shall mean and
include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation are given preference over the rights of the holders of Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares,
Noncumulative Shares or Voting Preferred Shares, as the case may be; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Whenever reference is made to shares &#147;on
a parity with&#148; Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares,
such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G
Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, as the case may be; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Whenever reference is made to shares &#147;ranking junior to&#148; Class&nbsp;A Shares, Class B Shares, Class C Shares,
Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, such reference shall mean and include all shares of the Corporation
other than those defined under Subsections (a)&nbsp;and (b)&nbsp;of this Section as shares &#147;ranking prior to&#148; or &#147;on a parity with&#148; Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XIV. <I>Restrictions on Transfer to Preserve Tax Benefit; Shares Subject to Redemption</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Definitions. </I>For the purposes of this Item XIV of this Division A of this Article FOURTH, the following terms shall
have the following meanings: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Beneficial Ownership&#148; shall mean ownership of Preferred Shares by a Person who
would be treated as an owner of such Preferred Shares either directly or constructively through the application of Section&nbsp;544 of the Code, as modified by Section&nbsp;856(h) of the Code. The terms &#147;Beneficial Owner,&#148;
&#147;Beneficially Owns&#148; and &#147;Beneficially Owned&#148; shall have the correlative meanings. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended from
time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Constructive Ownership&#148; shall mean ownership of Preferred Shares by a Person who would be
treated as an owner of such Preferred Shares either directly or constructively through the application of Section&nbsp;318 of the Code, as modified by Section&nbsp;856(d)(5) of the Code. The terms &#147;Constructive Owner,&#148; &#147;Constructively
Owns&#148; and &#147;Constructively Owned&#148; shall have the correlative meanings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Excess Preferred Shares&#148;
shall mean any Preferred Shares (i)&nbsp;acquired or proposed to be acquired by any Person pursuant to a Transfer to the extent that, if effective, such Transfer would result in the transferee either Beneficially Owning Preferred Shares or
Constructively Owning Preferred Shares in excess of the Ownership Limit, or (ii)&nbsp;which are the subject of a Transfer that, if effective, which would result in the Corporation being &#147;closely held&#148; within the meaning of
Section&nbsp;856(h) of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Market Price&#148; shall mean, with respect to any series of any class of
Preferred Shares, the last reported sales price of such series reported on the New York Stock Exchange on the trading day immediately preceding the relevant date or, if shares of such series are not then traded on the New York Stock Exchange, the
last reported sales price of shares of such series on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the shares of such series may be traded, or if shares of such series are not
then traded over any exchange or quotation system, then the market price of shares of such series on the relevant date as determined in good faith by the Board of Directors of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Ownership Limit&#148; shall mean, with respect to each series of each class of Preferred Shares, 9.8% of the outstanding
shares of such series. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Person&#148; shall mean an individual, corporation, partnership, estate, trust (including a
trust qualified under Section&nbsp;401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section&nbsp;642(c) of the Code, an association, a private foundation within
the meaning of Section&nbsp;509(a) of the Code, a joint stock company, other entity or a group as that term is used for purposes of Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934, as amended; provided, however, that a
&#147;person&#148; does not mean an underwriter which participates in a public offering of Preferred Shares, for a period of 35 days following the purchase by such underwriter of such Preferred Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Preferred Shares&#148; shall mean, collectively, Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares,
Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares and Voting Preferred Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;REIT&#148; shall mean a Real Estate Investment Trust under Section&nbsp;856 of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Transfer&#148; shall mean any sale, transfer, gift, assignment, devise or other disposition of Preferred Shares
(including, without limitation, (i)&nbsp;the granting of any option or entering into any agreement for the sale, transfer or other disposition of Preferred Shares or (ii)&nbsp;the sale, transfer, assignment or other disposition of any securities or
rights convertible into or exchangeable for Preferred Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Restrictions on Transfers</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Except as provided in Section (i)&nbsp;of this Item XIV of this Division A of this Article FOURTH, no Person shall
Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as provided in Section (i)&nbsp;of this Item XIV of this Division A of this Article FOURTH, any Transfer that, if
effective, would result in any Person Beneficially Owning shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series shall be void <I>ab initio </I>as to the Transfer of such Preferred Shares
which would be otherwise Beneficially Owned by such Person in excess of such Ownership Limit, and the intended transferee shall acquire no rights in such Preferred Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Except as provided in Section (i)&nbsp;of this Item XIV of this Division A of this Article FOURTH, any Transfer that, if
effective, would result in any Person Constructively Owning shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series shall be void <I>ab initio </I>as to the Transfer of such Preferred Shares
which would be otherwise Constructively Owned by such Person in excess of such amount, and the intended transferee shall acquire no rights in such Preferred Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) Notwithstanding any other provisions contained in this Item XIV, any Transfer (whether or not such Transfer is the result
of a transaction entered into through the facilities of the New York Stock Exchange) or other event that, if effective, would result in the Corporation being &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code, or would
otherwise result in the Corporation failing to qualify as a REIT (including, but not limited to, a Transfer or other event that would result in the Corporation owning (directly or Constructively) an interest in a tenant that is described in
Section&nbsp;856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirement of Section&nbsp;856(c) of the Code) shall be void <I>ab initio </I>as
to the Transfer of the Preferred Shares or other event which would cause the Corporation to be &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code or would otherwise result in the Corporation failing to qualify as a REIT;
and the intended transferee or owner or Constructive or Beneficial Owner shall acquire or retain no rights in such Preferred Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) For purposes of construing the foregoing provisions, any attempt to transfer Preferred Shares in violation of the
Ownership Limit applicable to the series of the class of such Preferred Shares (as such Ownership Limit may be modified by the Board of Directors pursuant to Section (h)&nbsp;of Item XIV) shall be construed as causing such Preferred Shares to be
transferred by operation </P>
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of law to the Corporation as trustee of a trust for the exclusive benefit of the person or persons to whom such Preferred Shares can ultimately be transferred without violating the Ownership
Limit and any Excess Preferred Shares while held in such trust shall not have any voting rights, shall not be considered for purposes of any shareholder vote or for determining a quorum for such a vote, and shall not be entitled to any dividends or
other distributions. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <I>Remedies for Breach. </I>If the Board of Directors or its designees shall at any time
determine in good faith that a Transfer has taken place in violation of Section (b)&nbsp;of this Item XIV of this Division A of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined
without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Preferred Shares of the Corporation in violation of Section (b)&nbsp;of this Item XIV of this Division A of this Article FOURTH, or that any such
Transfer, intended or attempted acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to
prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer and, in addition, exercising its rights under Section (d)&nbsp;of this
Item XIV of this Division A of this Article FOURTH. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Purchase Right in Excess Preferred Shares. </I>Beginning on the
date of the occurrence of a Transfer which, if consummated, in the good faith judgment of the Board of Directors of the Corporation, could result in Excess Preferred Shares, the Excess Preferred Shares, subject to such transfer shall be deemed to
have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i)&nbsp;the price per share in the transaction that created such Excess Preferred Shares (or, in the case of a devise or gift, the Market
Price at the time of such devise or gift) and (ii)&nbsp;the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of 90 days after the later of
(i)&nbsp;the date of such Transfer and (ii)&nbsp;if the Corporation does not receive a notice of such Transfer pursuant to Section (e)&nbsp;of this Item XIV of this Division A of this Article FOURTH, the date the Board of Directors determines in
good faith that such Transfer has occurred. Prompt payment of the purchase price shall be made in such reasonable manner as may be determined by the Corporation. From and after the date fixed for purchase by the Corporation, and so long as payment
of the purchase price for the Excess Preferred Shares to be so purchased shall have been made or duly provided for, the holder of any Excess Preferred Shares so called for purchase shall cease to be entitled to dividends, distributions, voting
rights and other benefits with respect to such Excess Preferred Shares, excepting only the right to payment of the purchase price fixed as aforesaid. Any dividend or distribution paid to a proposed transferee of Excess Preferred Shares prior to the
discovery by the Corporation that the Excess Preferred Shares have been transferred in violation of Section (b)&nbsp;of this Item XIV of this Division A of this Article FOURTH shall be repaid to the Corporation upon demand. If the foregoing
provisions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee of </P>
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such Excess Preferred Shares shall be deemed, at the option of the Corporation, to have acted as agent on behalf of the Corporation in acquiring such Excess Preferred Shares and to hold such
Excess Preferred Shares on behalf of the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <I>Notice of Restricted Transfer. </I>Any Person who acquires or
attempts to acquire Preferred Shares or other securities in violation of subparagraph (b)&nbsp;of this Item XIV, or any Person who owns or will own Excess Preferred Shares as a result of an event under subparagraph (b)&nbsp;of this Item XIV, shall
immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or attempted Transfer or other
event on the Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <I>Owners Required to Provide Information. </I>From and after the
date of the Initial Public Offering: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) every Beneficial Owner of more than 5.0% (or such other percentage, between 0.5%
and 5.0%, as provided in the regulations promulgated pursuant to the Code) of the outstanding Preferred Shares of the Corporation shall, within 30 days after January&nbsp;1 of each year, give written notice to the Corporation stating the name and
address of such Beneficial Owner, the number of shares Beneficially Owned, and description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order
to determine the effect, if any, of such Beneficial Ownership on the Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) each
Person who is a Beneficial Owner or Constructive Owner of Preferred Shares and each Person (including the shareholder of record) who is holding Preferred Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such
information that the Corporation may request, in good faith, in order to determine the Corporation&#146;s status as a REIT. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <I>Remedies Not Limited. </I>Nothing contained in this Division A of this Article FOURTH shall limit the authority of the
Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation&#146;s status as a REIT. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Ambiguity. </I>In the case of an ambiguity in the application of any of the provisions of this Item XIV of this Division
A of this Article FOURTH, including any definition contained in Section (a)&nbsp;of this Item XIV, the Board of Directors shall have the power to determine the application of the provisions of this Item XIV with respect to any situation based on the
facts known to it. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) <I>Exceptions.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Subject to Section (b)(iv) of this Item XIV of this Division A, the Board of Directors may exempt a Person from the
Ownership Limit applicable to a series of a class of Preferred Shares if such Person is not an individual (other than pension plans described in Section&nbsp;856(h)(3)) for purposes of Section&nbsp;542(a)(2) of the Code if the Board of Directors
obtains such representations and undertakings from such Person as are reasonably </P>
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necessary to ascertain that no individual&#146;s Beneficial Ownership of such Preferred Shares will violate the Ownership Limit, and agrees that any violation or attempted violation will result
in such Preferred Shares in excess of the Ownership Limit being subject to repurchase by the Corporation as set forth in Section (d)&nbsp;of this Item XIV of this Division A of this Article FOURTH. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) The Board of Directors may exempt a Person from the limitation on such Person Constructively Owning Preferred Shares in
excess of the Ownership Limit applicable to a series of a class of such Preferred Shares if such Person does not own and represents that it will not own, directly or constructively (by virtue of the application of Section&nbsp;318 of the Code, as
modified by Section&nbsp;856(d)(5) of the Code), more than a 9.8% interest (as set forth in Section&nbsp;856(d)(2)(B)) in a tenant of any real property owned or leased by the Corporation, if the Board of Directors obtains such representations and
undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Preferred Shares in excess of the Ownership Limit being deemed to be Excess Preferred Shares
and subject to repurchase by the Corporation as set forth in Section (d)&nbsp;of this Item XIV of this Division A of this Article FOURTH. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XV. <I>Legend. </I>Each certificate for Preferred Shares shall bear the following legend: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">&#147;The Preferred Shares represented by this certificate are subject to restrictions on transfer for the purpose of the corporation&#146;s
maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation&#146;s Articles of Incorporation, no Person may Beneficially Own or Constructively Own
shares of any series of any class of Preferred Shares in excess of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in
excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the Corporation&#146;s Articles of Incorporation, a copy of which, including the restrictions on transfer,
will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Preferred Shares represented hereby may be subject to repurchase by the Corporation on the terms and conditions set forth
in the Corporation&#146;s Articles of Incorporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">XVI. <I>The Voting Preferred Shares</I>. The Voting Preferred Shares shall have the
following express terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>General</I>. The Voting Preferred Shares shall rank on a parity with the
Class&nbsp;A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class&nbsp;A
Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except as set forth in the provisions of Sections 2
through 10, both inclusive, which provisions shall apply to all of the Voting Preferred Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Definitions</I>. For purposes of the Voting Preferred Shares,
the following terms shall have the meanings indicated: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Board of Directors&#148; shall mean the Board of Directors of
the Corporation or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Voting Preferred Shares; provided that, for purposes of paragraph (a)&nbsp;of Section&nbsp;8, the term &#147;Board of
Directors&#148; shall not include any such committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Business Day&#148; shall mean any day other than a Saturday,
Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Dividend Payment Date&#148; shall mean March&nbsp;31,&nbsp;June&nbsp;30,&nbsp;September&nbsp;30 and December&nbsp;31 of
each year; provided, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment payable on such Dividend Payment Date shall be paid on the Business Day immediately following such Dividend Payment Date and no
interest shall accrue on such dividend from such Dividend Payment Date to the date such dividend is paid. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Dividend
Periods&#148; shall mean each quarterly dividend period commencing on and including March&nbsp;31, June&nbsp;30, September&nbsp;30 and December&nbsp;31 of each year and ending on and including the day preceding the first day of the next succeeding
Dividend Period, other than the Dividend Period during which any Voting Preferred Shares shall be redeemed pursuant to Section&nbsp;5, which shall end on and include the Redemption Date with respect to the Voting Preferred Shares being redeemed.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Event&#148; shall have the meaning set forth in paragraph (b)&nbsp;(i)&nbsp;of Section&nbsp;8. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Liquidation Preference&#148; shall have the meaning set forth in paragraph (a)&nbsp;of Section&nbsp;4. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;REIT&#148; shall mean a Real Estate Investment Trust under Section&nbsp;856 of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;set apart for payment&#148; shall be deemed to include, without any action other than the following, the recording by
the Corporation in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of dividends or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of
capital stock of the Corporation; provided, however, that if any funds for any class or series of shares ranking junior to the Voting Preferred Shares or any class or series of shares ranking on a parity with the Voting Preferred Shares are placed
in a separate account of the Corporation or delivered to a disbursing, paying or other similar agent, then &#147;set apart for payment&#148; with respect to the Voting Preferred Shares shall mean placing such funds in a separate account or
delivering such funds to a disbursing, paying or other similar agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Dividends</I>. (a)&nbsp;The
holders of Voting Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available for that purpose, cumulative dividends payable in cash in an amount per Voting Preferred Share equal to
$2.3438 per annum (equivalent to 9 3/8% of the per share Liquidation Preference per annum). Such dividends shall be cumulative from the first day of the Dividend Period in which the Closing Date (as defined in that certain Agreement and Plan of
Merger dated as of October&nbsp;4, 2002 by and among the Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc.) shall occur, whether or not in any Dividend Period or Periods such </P>
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dividends shall be declared or there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable quarterly in arrears on each Dividend Payment
Date. Each such dividend shall be payable in arrears to the holders of record of the Voting Preferred Shares, as they appear on the stock records of the Corporation at the close of business on the fifteenth day of the calendar month in which the
applicable Dividend Payment Date falls on or such other date designated by the Board of Directors for the payment of dividends that is not more than 45 nor less than 10 days prior to such Dividend Payment Date, as the case may be, immediately
preceding such Dividend Payment Date. No dividends on the Voting Preferred Shares shall be declared by the Board of Directors or be paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any
agreement relating to the Corporation&#146;s indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default
thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law. Accumulated, accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any
regular Dividend Payment Date, to holders of record on such date, which date shall not precede by more than 45 days the payment date thereof, as may be fixed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Any dividend payable on the Voting Preferred Shares for any partial dividend period shall be computed ratably on the basis
of twelve 30-day months and a 360-day year. Holders of Voting Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Voting Preferred
Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Voting Preferred Shares that may be in arrears. Any dividend payment made on the Voting Preferred Shares shall first be
credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If,
for any taxable year, the Corporation elects to designate as &#147;capital gain dividends&#148; (as defined in Section&nbsp;857 of the Code) any portion (the &#147;Capital Gains Amount&#148;) of the total distributions (as determined for federal
income tax purposes) paid or made available for the year to holders of all classes of capital stock (the &#147;Total Dividends&#148;), then the portion of the Capital Gains Amount that shall be allocable to holders of Voting Preferred Shares shall
be in the same proportion that the Total Dividends paid or made available to the holders of Voting Preferred Shares for the year bears to the Total Dividends. If, for any taxable year, the Corporation elects, as provided in Section&nbsp;857(b)(3)(D)
of the Code, to designate as &#147;undistributed capital gains&#148; any portion of the Corporation&#146;s total net capital gains for the taxable year, then such undistributed capital gains shall be allocated between the holders of the Voting
Preferred Shares and the holders of other classes or series of capital stock of the Corporation in a manner that is consistent with such allocations being considered other than a &#147;preferential dividend&#148; within the meaning of
Section&nbsp;562(c) of the Code. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) So long as any of the Voting Preferred Shares are outstanding, except as described in
the immediately following sentence, no dividends shall be declared or paid or set apart for payment by the Corporation and no other distribution of cash or other property shall be declared or made, directly or indirectly, by the Corporation with
respect to any shares </P>
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ranking on a parity unless, in each case, dividends equal to the full amount of accumulated, accrued and unpaid dividends on all outstanding Voting Preferred Shares have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment of such dividends on the Voting Preferred Shares for all Dividend Periods ending on or prior to the date such
dividend or distribution is declared, paid, set apart for payment or made, as the case may be, with respect to such shares ranking on a parity. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid,
all dividends declared upon the Voting Preferred Shares and all dividends declared upon any shares ranking on a parity shall be declared ratably in proportion to the respective amounts of dividends accumulated, accrued and unpaid on the Voting
Preferred Shares and accumulated, accrued and unpaid on such shares ranking on a parity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) So long as any of the Voting
Preferred Shares are outstanding, no dividends (other than dividends or distributions paid in shares, or options, warrants or rights to subscribe for or purchase shares, ranking junior to the Voting Preferred Shares) shall be declared or paid or set
apart for payment by the Corporation and no other distribution of cash or other property shall be declared or made, directly or indirectly, by the Corporation with respect to any shares ranking junior to the Voting Preferred Shares, nor shall any
shares ranking junior to the Voting Preferred Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of an employee incentive, benefit or stock purchase plan of
the Corporation or any subsidiary) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such stock), directly or indirectly, by the Corporation (except by conversion into or
exchange for shares, or options, warrants or rights to subscribe for or purchase shares, ranking junior to the Voting Preferred Shares), nor shall any other cash or other property otherwise be paid or distributed to or for the benefit of any holder
of shares ranking junior to the Voting Preferred Shares in respect thereof, directly or indirectly, by the Corporation unless, in each case, dividends equal to the full amount of all accumulated, accrued and unpaid dividends on all outstanding
Voting Preferred Shares have been declared and paid, or such dividends have been declared and a sum sufficient for the payment thereof has been set apart for such payment, on all outstanding Voting Preferred Shares for all Dividend Periods ending on
or prior to the date such dividend or distribution is declared, paid, set apart for payment or made with respect to such shares ranking junior to the Voting Preferred Shares, or the date such shares ranking junior to the Voting Preferred Shares are
redeemed, purchased or otherwise acquired or monies paid to or made available for any sinking fund for such redemption, or the date any such cash or other property is paid or distributed to or for the benefit of any holders of shares ranking junior
to the Voting Preferred Shares in respect thereof, as the case may be. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) In determining the extent to which a
distribution with respect to the Voting Preferred Shares constitutes a dividend for tax purposes, the earnings and profits of the Corporation will be allocated, on a pro rata basis, in accordance with the ranking of the class of capital stock or
series of capital stock, constituting a class within the meaning of Code Section&nbsp;562(c), of the Corporation, as described in Section&nbsp;7. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the provisions of this Section&nbsp;3, the Corporation shall not
be prohibited from (i)&nbsp;declaring or paying or setting apart for payment any dividend or distribution on any shares ranking junior to or on a parity with the Voting Preferred Shares or (ii)&nbsp;redeeming, purchasing or otherwise acquiring any
shares ranking junior to or on a parity with the Voting Preferred Shares, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary in order to assist in maintaining the continued qualification of the
Corporation as a REIT under Section&nbsp;856 of the Code. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Liquidation Preference</I>. (a)&nbsp;In the
event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution by the Corporation (whether of capital, surplus or otherwise) shall be made to or set apart for the holders
of shares ranking junior to the Voting Preferred Shares, the holders of Voting Preferred Shares shall be entitled to receive Twenty-Five Dollars ($25.00) per Voting Preferred Share (the &#147;Liquidation Preference&#148;), plus an amount equal to
all dividends accumulated, accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Voting Preferred Shares have been paid the Liquidation
Preference in full, plus an amount equal to all dividends accumulated, accrued and unpaid thereon to the date of final distribution to such holders, no payment will be made to any holder of shares ranking junior to the Voting Preferred Shares upon
the liquidation, dissolution or winding up of the Corporation. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Voting Preferred Shares
shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares ranking on a parity with the Voting Preferred Shares, then such assets, or the proceeds thereof, shall be distributed among the
holders of Voting Preferred Shares and any such other shares ranking on a parity with the Voting Preferred Shares ratably in the same proportion as the respective amounts that would be payable on such Voting Preferred Shares and any such other
shares ranking on a parity with the Voting Preferred Shares if all amounts payable thereon were paid in full. For the purposes of this Section&nbsp;4, (i)&nbsp;a consolidation or merger of the Corporation with or into one or more other entities,
(ii)&nbsp;a sale, lease, transfer or conveyance of all or substantially all of the Corporation&#146;s assets, or (iii)&nbsp;a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of
the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been
made in full to the holders of Voting Preferred Shares and any shares ranking on a parity with the Voting Preferred Shares, as provided in this Section&nbsp;4, any other shares ranking junior to the Voting Preferred Shares shall, subject to the
respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Voting Preferred Shares and any shares ranking on a parity with the Voting Preferred Shares shall not be entitled to
share therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Redemption at the Option of the Corporation</I>. (a)&nbsp;Shares of Voting Preferred
Shares shall not be redeemable by the Corporation prior to September&nbsp;15, 2003. On and after September&nbsp;15, 2003, the Corporation, at its option, may redeem Voting Preferred Shares, in whole or from time to time in part, at a redemption
price payable in cash equal to $25.00 per share, plus all accumulated, accrued and unpaid dividends to the date fixed for redemption (the &#147;Redemption Date&#148;); provided, however, that in the event of a redemption of Voting Preferred Shares,
if the Redemption Date occurs after a dividend record date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend </P>
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Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such dividend record date, and
shall not be payable as part of the redemption price for such shares. In connection with any redemption pursuant to this Section&nbsp;5(a), the redemption price of the Voting Preferred Shares (other than any portion thereof consisting of
accumulated, accrued and unpaid dividends) shall be payable solely with the proceeds from the sale by the Corporation of other capital shares of the Corporation (whether or not such sale occurs concurrently with such redemption). For purposes of the
preceding sentence, &#147;capital shares&#148; means any common shares, preferred shares, depositary shares, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable
at the option of the holder for equity securities (unless and to the extent such debt securities are subsequently converted into capital shares)) or options to purchase any of the foregoing of or in the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Redemption Date shall be selected by the Corporation, shall be specified in the notice of redemption and shall be not
less than 30 days nor more than 60 days after the date notice of redemption is sent by the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If full
cumulative dividends on all outstanding Voting Preferred Shares have not been declared and paid, or declared and set apart for payment, no Voting Preferred Shares may be redeemed unless all outstanding Voting Preferred Shares are simultaneously
redeemed, and neither the Corporation nor any affiliate of the Corporation may purchase or acquire Voting Preferred Shares other than pursuant to a purchase or exchange offer made on the same terms to all holders of Voting Preferred Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If the Corporation shall redeem Voting Preferred Shares pursuant to paragraph (a)&nbsp;of this Section&nbsp;5, notice of
such redemption shall be given to each holder of record of the shares to be redeemed. Such notice shall be provided by first class mail, postage prepaid, at such holder&#146;s address as the same appears on the stock records of the Corporation.
Neither the failure to mail any notice required by this paragraph (d), nor any defect therein or in the mailing thereof to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with
respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such notice shall state, as
appropriate: (1)&nbsp;the Redemption Date; (2)&nbsp;the number of Voting Preferred Shares to be redeemed and, if fewer than all such shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder;
(3)&nbsp;the place or places at which certificates for such shares are to be surrendered for cash; and (4)&nbsp;the redemption price payable on such Redemption Date, including, without limitation, a statement as to whether or not accumulated,
accrued and unpaid dividends will be (x)&nbsp;payable as part of the redemption price, or (y)&nbsp;payable on the next Dividend Payment Date to the record holder at the close of business on the relevant record date as described in the next
succeeding sentence. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notice having been mailed as aforesaid, from and after the Redemption Date (unless the Corporation
shall fail to make available the amount of cash necessary to effect such redemption), (i)&nbsp;dividends on the Voting Preferred Shares so called for redemption shall cease to accumulate or accrue on the Voting Preferred Shares called for
redemption, (ii)&nbsp;said shares shall no longer be deemed to be outstanding, and (iii)&nbsp;all rights of the holders </P>
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thereof as holders of Voting Preferred Shares of the Corporation shall cease except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and
endorsement of their certificates if so required; provided, however, that if the Redemption Date for any Voting Preferred Shares occurs after any dividend record date and on or prior to the related Dividend Payment Date, the full dividend payable on
such Dividend Payment Date in respect of such Voting Preferred Shares called for redemption shall be payable on such Dividend Payment Date to the holders of record of such shares at the close of business on the corresponding dividend record date
notwithstanding the prior redemption of such shares. The Corporation&#146;s obligation to make available the redemption price in accordance with the preceding sentence shall be deemed fulfilled if, on or before the applicable Redemption Date, the
Corporation shall irrevocably deposit in trust with a bank or trust company (which may not be an affiliate of the Corporation) that has, or is an affiliate of a bank or trust company that has, a capital and surplus of at least $50,000,000, such
amount of cash as is necessary for such redemption plus, if such Redemption Date occurs after any dividend record date and on or prior to the related Dividend Payment Date, such amount of cash as is necessary to pay the dividend payable on such
Dividend Payment Date in respect of such Voting Preferred Shares called for redemption, with irrevocable instructions that such cash be applied to the redemption of the Voting Preferred Shares so called for redemption and, if applicable, the payment
of such dividend. No interest shall accrue for the benefit of the holders of Voting Preferred Shares to be redeemed on any cash so set aside by the Corporation. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from
the Redemption Date shall revert to the general funds of the Corporation, after which reversion the holders of Voting Preferred Shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">As promptly as practicable after the surrender in accordance with such notice of the certificates for any such Voting
Preferred Shares to be so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such certificates shall be exchanged for cash (without interest thereon) for which such shares have
been redeemed in accordance with such notice. If fewer than all the outstanding Voting Preferred Shares are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding Voting Preferred Shares not previously called for
redemption by lot or, with respect to the number of Voting Preferred Shares held of record by each holder of such shares, pro rata (as nearly as may be) or by any other method as may be determined by the Board of Directors in its discretion to be
equitable. If fewer than all the shares of Voting Preferred Shares represented by any certificate are redeemed, then a new certificate representing the unredeemed shares shall be issued without cost to the holders thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <I>Status of Reacquired Shares</I>. All Voting Preferred Shares which shall have been issued and reacquired in
any manner by the Corporation shall be deemed retired. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <I>Ranking</I>. The Voting Preferred Shares rank
prior to, on a parity with, or junior to other shares of capital stock of the Corporation in accordance with Item XIII of this Division A. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <I>Voting</I>. (a)&nbsp;If and whenever six quarterly dividends
(whether or not consecutive) payable on the Voting Preferred Shares or any series or class of shares ranking on a parity with the Voting Preferred Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any
such dividend has not been paid in full), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of similar types of provisions with respect to shares ranking on a parity with
the Voting Preferred Shares of any other class or series which is entitled to similar voting rights (the &#147;Arrearage Voting Preferred Shares&#148;)) and the holders of Voting Preferred Shares, together with the holders of shares of all other
Arrearage Voting Preferred Shares then entitled to exercise similar voting rights, voting as a single class regardless of class or series, shall be entitled to elect the two additional directors to serve on the Board of Directors at any annual
meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares called as hereinafter provided. Whenever all arrearages in dividends on
the Voting Preferred Shares and the Arrearage Voting Preferred Shares then outstanding shall have been paid and dividends thereon for the current quarterly dividend period shall have been declared and paid, or declared and set apart for payment,
then the right of the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares to elect such additional two directors shall cease (but subject always to the same provision for the vesting of such voting rights in the case of
any similar future arrearages), and the terms of office of all persons elected as directors by the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares shall forthwith terminate and the number of directors constituting
the Board of Directors shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of Voting Preferred Shares and the Arrearage Voting Preferred Shares, if applicable, the Secretary of the Corporation
may, and upon the written request of any holder of at least ten percent (10%)&nbsp;of Voting Preferred Shares (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Voting
Preferred Shares and of the Arrearage Voting Preferred Shares for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Code of Regulations of the Corporation for a
special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of Voting Preferred
Shares may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the
shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Voting Preferred Shares and the Arrearage Voting
Preferred Shares, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares or the successor of such
remaining director, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) So long as any Voting Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required
by law or by the Amended and Restated Articles of Incorporation of the Corporation, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of the Voting Preferred Shares voting as a single class with </P>
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the holders of all other classes or series of shares ranking on a parity with the Voting Preferred Shares entitled to vote on such matters, given in person or by proxy, either in writing without
a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Any
amendment, alteration or repeal of any of the provisions of, or the addition of any provision to, the Amended and Restated Articles of Incorporation or the Code of Regulations of the Corporation, whether by merger, consolidation or otherwise (an
&#147;Event&#148;), that materially adversely affects the voting powers, rights or preferences of the holders of the Voting Preferred Shares; provided, however, that the amendment of the provisions of the Amended and Restated Articles of
Incorporation (A)&nbsp;so as to authorize or create, or to increase the authorized amount of, or issue, any shares ranking junior to the Voting Preferred Shares or any shares of any class or series of shares ranking on a parity with the Voting
Preferred Shares or (B)&nbsp;with respect to the occurrence of any Event, so long as the Voting Preferred Shares remains outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of the Event, the
Corporation may not be the surviving entity, shall not in either case be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Voting Preferred Shares; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) The authorization, creation of, increase in the authorized amount of, or issuance of any shares of any class or series of
shares ranking prior to the Voting Preferred Shares or any security convertible into shares of any class or series of shares ranking prior to the Voting Preferred Shares (whether or not such class or series of shares ranking prior to the Voting
Preferred Shares is currently authorized); provided, however, that no such vote of the holders of Voting Preferred Shares shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance
of any such shares ranking prior to the Voting Preferred Shares or convertible or exchangeable security is to be made, as the case may be, provision is made for the redemption of all shares of Voting Preferred Shares at the time outstanding to the
extent such redemption is authorized by Section&nbsp;5. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) In addition to the foregoing, the holders of Voting Preferred
Shares shall be entitled to vote on all matters (for which holders of Common Shares shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for each Voting Preferred Share entitled
to vote at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <I>Record Holders</I>. The Corporation and its transfer agent may deem and treat
the record holder of any Voting Preferred Shares as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <I>Restrictions on Ownership and Transfers</I>. The Voting Preferred Shares are subject to the provisions of
Article XIV of this Division A pertaining to restrictions on ownership and transfers, including without limitation the provisions relative to Excess Preferred Shares (as defined in Item XIV). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DIVISION B </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms of the Cumulative Shares and the Noncumulative Preferred Shares, the Common Shares shall have the following express
terms: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <I>Dividend Rights</I>. The holders of Common Shares shall be entitled to receive, when, as and if declared by the
Board of Directors of the Corporation, out of the assets of the Corporation which are by law available therefor, dividends or distributions payable in cash, in property or in securities of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <I>Rights Upon Liquidation</I>. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of, the Corporation, each holder of Common Shares shall be entitled to receive, ratably with each other holder of Common Shares, that portion of the assets of the Corporation available for distribution to its shareholders
as the number of Common Shares held by such holder bears to the total number of Common Shares then outstanding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <I>Voting
Rights</I>. The holders of Common Shares shall be entitled to vote on all matters (for which holders of Common Shares shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for
each Common Share entitled to vote at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <I>Restrictions on Transfer to Preserve Tax Benefit; Common Shares
Subject to Redemption</I>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>(a) Definitions. </I>For the purposes of this Section&nbsp;4 of this Division B of this Article FOURTH, the
following terms shall have the following meanings: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Beneficial Ownership&#148; </I>shall mean ownership of Common Shares by a
Person who would be treated as an owner of such Common Shares either directly or constructively through the application of Section&nbsp;544 of the Code, as modified by Section&nbsp;856(h)(1)(B) of the Code. The terms &#147;Beneficial Owner,&#148;
&#147;Beneficially Owns&#148; and &#147;Beneficially Owned&#148; shall have the correlative meanings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Beneficiary&#148;
</I>shall mean, with respect to any Trust, one or more organizations described in Section&nbsp;501(c)(3) of the Code (contributions to which must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code which are
named by the Corporation as the beneficiary or beneficiaries of such Trust, in accordance with the provisions of Section&nbsp;7(a) of this Division B of this Article FOURTH. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Code&#148; </I>shall mean the Internal Revenue Code of 1986, as amended from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Constructive Ownership&#148; </I>shall mean ownership of Common Shares by a Person who would be treated as an owner of such Common
Shares either directly or Constructively through the application of Section&nbsp;318 of the Code, as modified by Section&nbsp;856(d)(5) of the Code. The terms &#147;Constructive Owner,&#148; &#147;Constructively Owns&#148; and &#147;Constructively
Owned&#148; shall have the correlative meanings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Effective Date&#148; </I>shall mean May&nbsp;8, 2009. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Exempt Holder&#148; </I>shall mean, collectively, (i)&nbsp;Professor Werner Otto, his
wife Maren Otto and/or all descendants of Professor Werner Otto (illegitimate descendants only if they have obtained the status of a legitimate descendant by legitimation or adoption by Professor Werner Otto or one of his legitimate descendants, or
if they are children of a female legitimate descendant of Professor Werner Otto), (ii)&nbsp;any trust or any family foundation that has exclusively been established in favor of one or several of the individuals named under (i)&nbsp;above, and
(iii)&nbsp;any partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity, in which the individuals or entities named under (i)&nbsp;and (ii)&nbsp;hold (either
directly or indirectly) more than 50% of the voting rights or more than 50% of the equity capital of such any such partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other
legal entity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Exempt Holder Limit&#148; </I>shall initially mean 29.8% of the outstanding Common Shares of the Corporation, and
after any adjustment pursuant to Section (4)(i)(i)&nbsp;of this Division B of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Existing Holder&#148; </I>shall mean, collectively, Iris Wolstein and/or all descendants of Iris Wolstein, including, without
limitation, Scott A. Wolstein, (ii)&nbsp;any trust or any family foundation that has exclusively been established in favor of one or several of the individuals named under (i)&nbsp;above, and (iii)&nbsp;any partnership, firm, corporation,
association, trust, unincorporated organization, joint venture, limited liability company or other legal entity, in which the individuals or entities named under (i)&nbsp;and (ii)&nbsp;hold (either directly or indirectly) more than 50% of the voting
rights as well as more than 50% of the equity capital of such any such partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Existing Holder Limit&#148; </I>shall initially mean 5.1% of the outstanding Common Shares of the Corporation, and after any
adjustment pursuant to Section&nbsp;4(i)(ii) of this Division B of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted. <I>&#147;Market Price&#148; </I>shall mean the last reported sales price of Common
Shares reported on the New York Stock Exchange on the trading day immediately preceding the relevant date or, if the Common Shares are not then traded on the New York Stock Exchange, the last reported sales price of the Common Shares on the trading
day immediately preceding the relevant date as reported on any exchange or quotation system over which the Common Shares may be traded, or if the Common Shares are not then traded over any exchange or quotation system, then the market price of the
Common Shares on the relevant date as determined in good faith by the Board of Directors of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Non-Transfer
Event&#148; </I>shall mean an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own Common Shares in excess of the Ownership Limit (in the case of any Person other than the Exempt Holder) or the
Exempt Holder Limit (in the case of the Exempt Holder), including, but not limited to, the acquisition, directly or indirectly, of any Person that Beneficially Owns or Constructively Owns Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Non-U.S. Person&#148; </I>shall mean a Person other than a U.S. Person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Ownership Limit&#148; </I>shall initially mean 5.0% of the outstanding Common Shares of the Corporation , and after any adjustment
pursuant to Section (4)(j)&nbsp;of this Division B of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Person&#148; </I>shall mean an individual, corporation, partnership, estate, trust
(including a trust qualified under Section&nbsp;401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section&nbsp;642(c) of the Code, an association, a private
foundation within the meaning of Section&nbsp;509(a) of the Code, a joint stock company, other entity or a group as that term is used for purposes of Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934, as amended; provided, however, that a
&#147;Person&#148; does not mean an underwriter which participates in a public offering of the Common Shares, for a period of 35 days following the purchase by such underwriter of the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Prohibited Owner&#148; </I>shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the
provisions of Section&nbsp;4(c) of this Division B of this Article FOURTH, would own record title to Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;REIT&#148;
</I>shall mean a real estate investment trust within the meaning of Section&nbsp;856 of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Related Party Limit&#148;
</I>shall mean 9.8% of the outstanding Common Shares of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Transfer&#148; </I>shall mean any sale, transfer, gift,
assignment, devise or other disposition of Common Shares (including, without limitation, (i)&nbsp;the granting of any option or entering into any agreement for the sale, transfer or other disposition of Common Shares or (ii)&nbsp;the sale, transfer,
assignment or other disposition of any securities or rights convertible into or exchangeable for Common Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Trust&#148; </I>shall mean any separate trust created pursuant to Section&nbsp;4(c) of this Division B of this Article FOURTH and
administered in accordance with the terms of Section&nbsp;7 of this Division B of this Article FOURTH, for the exclusive benefit of any Beneficiary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;Trustee&#148; </I>shall mean any person or entity unaffiliated with both the Corporation and any Prohibited Owner, such Trustee to be
designated by the Corporation to act as trustee of any Trust, or any successor trustee thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>&#147;U.S. Person&#148; </I>shall mean
(i)&nbsp;a citizen or resident of the United States, (ii)&nbsp;a partnership created or organized in the United States or under the laws of the United States or any state therein (including the District of Columbia), (iii)&nbsp;a corporation created
or organized in the United States or under the laws of the United States or any state therein (including the District of Columbia), and (iv)&nbsp;any estate or trust (other than a foreign estate or foreign trust, within the meaning of
Section&nbsp;7701(a)(31) of the Code). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Restrictions on Transfers.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Except as provided in Section&nbsp;4(l) of this Division B of this Article FOURTH, from and after the date of the Initial
Public Offering, (A)&nbsp;no Person (other than the Exempt Holder and the Existing Holder) shall Beneficially Own Common Shares in excess of the Ownership Limit, (B)&nbsp;the Exempt Holder shall not Beneficially Own Common Shares in excess of the
Exempt Holder Limit and (C)&nbsp;the Existing Holder shall not Beneficially Own Common Shares in excess of the Existing Holder Limit. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 129 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) Except as provided in Section&nbsp;4(l) of this Division B of this Article
FOURTH, any Transfer that, if effective, would result in any Person (other than the Exempt Holder or the Existing Holder) Beneficially Owning Common Shares in excess of the Ownership Limit shall be void <I>ab initio </I>as to the Transfer of such
Common Shares which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no rights in such Common Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) Except as provided in Section&nbsp;4(l) of this Division B of this Article FOURTH, any Transfer that, if effective, would
result in the Exempt Holder Beneficially Owning Common Shares in excess of the Exempt Holder Limit shall be void <I>ab initio </I>as to the Transfer of such Common Shares which would be otherwise Beneficially Owned by the Exempt Holder in excess of
the Exempt Holder Limit, and the Exempt Holder shall acquire no rights in such Common Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iv) Except as provided in
Section&nbsp;4(l) of this Division B of this Article FOURTH, any Transfer that, if effective, would result in the Existing Holder Beneficially Owning Common Shares in excess of the Existing Holder Limit shall be void <I>ab initio </I>as to the
Transfer of such Common Shares which would be otherwise Beneficially Owned by the Existing Holder in excess of the Existing Holder Limit, and the Existing Holder shall acquire no rights in such Common Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) Except as provided in Section&nbsp;4(l) of this Division B of this Article FOURTH, any Transfer that, if effective, would
result in any Person Constructively Owning Common Shares in excess of the Related Party Limit shall be void <I>ab initio </I>as to the Transfer of such Common Shares which would be otherwise Constructively Owned by such Person in excess of such
amount, and the intended transferee shall acquire no rights in such Common Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(vi) Except as provided in
Section&nbsp;4(l) of this Division B of this Article FOURTH, any Transfer that, if effective, would result in the Common Shares being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be
void <I>ab initio </I>as to the Transfer of such Common Shares which would be otherwise beneficially owned by the transferee, and the intended transferee shall acquire no rights in such Common Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(vii) Any Transfer that, if effective, would result in the Corporation being &#147;closely held&#148; within the meaning of
Section&nbsp;856(h) of the Code shall be void <I>ab initio </I>as to the Transfer of the Common Shares which would cause the Corporation to be &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code, and the intended
transferee shall acquire no rights in such Common Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(viii) No Person shall acquire Beneficial Ownership of any
Common Shares after the Effective Date if, as a result of such acquisition of Beneficial Ownership, the fair market value of the Common Shares owned directly and indirectly by Non-U.S. Persons for purposes of Section&nbsp;897(h)(4)(B) of the Code
would comprise 49% or more of the fair market value of the issued and outstanding Common Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 130 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <I>Transfers in Trust.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) If, notwithstanding the other provisions contained in this Division B of this Article FOURTH, there is a purported Transfer
or Non-Transfer Event such that any Person would Beneficially Own Common Shares in excess of (A)&nbsp;the Ownership Limit (in the case of any Person other than the Exempt Holder or the Existing Holder), (B)&nbsp;the Exempt Holder Limit (in the case
of the Exempt Holder), or (C)&nbsp;the Existing Holder Limit (in the case of the Existing Holder), then, (1)&nbsp;except as otherwise provided in Section&nbsp;4(l) of this Division B of this Article FOURTH, the purported transferee shall acquire no
right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Common Shares Beneficially Owned by such Beneficial Owner, shall cease to own any right or interest) in such number of Common Shares which would cause
such Beneficial Owner to Beneficially Own Common Shares in excess of the Ownership Limit, the Exempt Holder Limit or the Existing Holder Limit, as the case may be, and (2)&nbsp;such number of Common Shares in excess of the Ownership </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Limit, the Exempt Holder Limit or the Existing Holder Limit (rounded up to the nearest whole share) shall be designated
Shares-in-Trust and, in accordance with Section&nbsp;7 of this Division B of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be
effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If, notwithstanding the other provisions contained in this Division B of this Article FOURTH, there is a purported
Transfer or Non-Transfer Event such that any Person would Constructively Own Common Shares in excess of the Related Party Limit, then, (A)&nbsp;except as otherwise provided in Section&nbsp;4(l) of this Division B of this Article FOURTH, the
purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Common Shares Constructively Owned by such Constructive Owner, shall cease to own any right or interest) in such
number of Common Shares which would cause such Constructive Owner to Constructively Own Common Shares in excess of the Related Party Limit, and (B)&nbsp;such number of Common Shares in excess of the Related Party Limit (rounded up to the nearest
whole share) shall be designated Shares-in-Trust and, in accordance with Section&nbsp;7 of this Division B of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the
shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) If, notwithstanding the other provisions contained in this Article FOURTH, there is a purported Transfer or Non-Transfer
Event that, if effective, would cause the Corporation to become &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code, then (A)&nbsp;the purported transferee shall not acquire any right or interest (or, in the case of a
Non-Transfer Event, the person holding record title of the Common Shares with respect to which such Non-Transfer Event occurred, shall cease to own any right or interest) in such number of Common Shares, the ownership of which by such purported
transferee or record holder would cause the Corporation to be &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code, and (B)&nbsp;such number of Common Shares (rounded up to the nearest whole share) shall be designated
Shares-in-Trust and, in accordance with the provisions of Section&nbsp;7 of this Division B of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of shares as
Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 131 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Remedies for Breach. </I>If the Board of Directors or its designees shall at any time
determine in good faith that a Transfer has taken place in violation of Section&nbsp;4(b) of this Division B of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to
any rules of attribution), Beneficial Ownership or Constructive Ownership of any Common Shares of the Corporation in violation of Section&nbsp;4(b) of this Division B of this Article FOURTH, or that any such Transfer, intended or attempted
acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to prevent such Transfer,
including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <I>Notice of Restricted Transfer. </I>Any Person who acquires or intends to acquire shares in violation of Section&nbsp;4(b) of this
Division B of this Article FOURTH, or any Person who owned Common Shares that were transferred to a Trust pursuant to the provisions of Section&nbsp;4(c) of this Division B of this Article FOURTH, shall immediately give written notice to the
Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer, intended Transfer or Non-Transfer Event, as the case may be, on the
Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <I>Owners Required to Provide Information.</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Every Beneficial Owner of more than 5.0% (or such other percentage provided in the regulations promulgated pursuant to the
Code) of the outstanding Common Shares of the Corporation shall, within 30 days after January&nbsp;1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned,
and description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the
Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) Each Person who is a Beneficial Owner or Constructive Owner of Common Shares and
each Person (including the shareholder of record) who is holding Common Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the
Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) Each Person who is a Beneficial or Constructive Owner of Common Shares and each
Person (including the shareholder of record) who is holding Common Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may require, in good faith, in order to determine the Trust&#146;s
status as a REIT or a &#147;domestically controlled qualified investment entity&#148; (within the meaning of Section&nbsp;897(h)(4)(B) of the Code) and to comply with the requirements of any taxing authority or to determine such compliance. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <I>Remedies Not Limited. </I>Nothing contained in this Division B of this Article FOURTH shall limit the authority of the Board of
Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation&#146;s status as a REIT. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 132 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Ambiguity. </I>In the case of an ambiguity in the application of any of the provisions of
Section&nbsp;4 of this Division B of this Article FOURTH, including any definition contained in Section&nbsp;4(a), the Board of Directors shall have the power to determine the application of the provisions of this Section&nbsp;4 with respect to any
situation based on the facts known to it. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <I>Modification of Exempt Holder Limit and Existing Holder Limit</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Subject to the limitations provided in Section&nbsp;4(k) of this Division B of this Article FOURTH, the Board of Directors
may reduce the Exempt Holder Limit if: (A)&nbsp;based on the annual written notice delivered to the Corporation pursuant to Section&nbsp;4(f)(i) of this Division B of this Article FOURTH, the Beneficial Ownership of the Exempt Holder is less than
17.5% of the outstanding Common Shares, then the Board of Directors may reduce the Exempt Holder Limit to 17.5%; (B)&nbsp;based on the annual written notice delivered to the Corporation pursuant to Section&nbsp;4(f)(i) of this Division B of this
Article FOURTH, the Beneficial Ownership of the Exempt Holder is 7.5% or less of the outstanding Common Shares, then the Board of Directors may reduce the Exempt Holder Limit to 7.5%; or (C)&nbsp;after the Exempt Holder Limit has been reduced to
7.5%, the Board of Directors may further reduce the Exempt Holder Limit to reflect the Beneficial Ownership of the Exempt Holder as set forth on the annual written notice delivered to the Corporation pursuant to Section&nbsp;4(f)(i) of this Division
B of this Article FOURTH. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) Subject to the limitations provided in Section&nbsp;4(k), this Division B of this Article
FOURTH, the Board of Directors may increase the Existing Holder Limit if the Board of Directors reduces the Exempt Holder Limit pursuant to Section&nbsp;4(i)(i) of this Division B of this Article FOURTH. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) <I>Modification of Ownership Limit. </I>Subject to the limitations provided in Section&nbsp;4(k) of this Division B of this Article FOURTH,
the Board of Directors may from time to time increase the Ownership Limit. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) <I>Limitations on Modifications. </I>Notwithstanding any
other provision of this Division B of this Article FOURTH: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Neither the Ownership Limit nor the Existing Holder Limit
may be increased if, after giving effect to such increase, five Beneficial Owners of Common Shares (including the Exempt Holder and the Existing Holder) could Beneficially Own, in the aggregate, more than 49.9% of the outstanding Common Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) Prior to the modification of any Exempt Holder Limit, Existing Holder Limit or Ownership Limit pursuant to
Section&nbsp;4(i) or Section&nbsp;4(j) of this Division B of this Article FOURTH, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order
to determine or ensure the Corporation&#146;s status as a REIT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) The Exempt Holder Limit shall not be reduced to a
percentage which is less than the Ownership Limit. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 133 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iv) The Related Party Limit may not be increased to a percentage which is
greater than 9.8%. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) <I>Exceptions</I>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) The Board of Directors, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from
the Ownership Limit, the Exempt Holder Limit or the Existing Holder Limit, as the case may be, if such Person is not an individual for purposes of Section&nbsp;542(a)(2) of the Code and the Board of Directors obtains such representations and
undertakings from such Person as are reasonably necessary to ascertain that no individual&#146;s Beneficial Ownership of such Common Shares will violate the Ownership Limit, the Exempt Holder Limit or the Existing Holder Limit, as the case may be,
and agrees that any violation or attempted violation will result in such Common Shares in excess of the Ownership Limit, the Exempt Holder Limit or the Existing Holder Limit, as applicable, being transferred to a Trust in accordance with
Section&nbsp;4(c) of this Division B of this Article FOURTH. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) The Board of Directors, with a ruling from the Internal
Revenue Service or an opinion of counsel, may exempt a Person from the limitation on such Person Constructively Owning Common Shares in excess of the Related Party Limit if such Person does not own and represents that it will not own, directly or
constructively (by virtue of the application of Section&nbsp;318 of the Code, as modified by Section&nbsp;856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section&nbsp;856(d)(2)(B) in a tenant of any real property owned or leased
by the Corporation, and the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Common Shares in
excess of 9.8% being transferred to a Trust in accordance with Section&nbsp;4(c) of this Division B of this Article FOURTH. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) The Board of Directors may exempt the Exempt Holder, and any Person who would Constructively Own Common Shares
Constructively Owned by the Exempt Holder, from the limitation on the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) Constructively Owning Common Shares in excess of the
Related Party Limit in its sole discretion based on the facts and circumstances existing at the time of such proposed exemption and the information provided by the Exempt Holder, including, without limitation, information regarding a tenant of any
real property owned or leased by the Corporation, of which tenant the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) owns, directly or constructively (by virtue of the
application of Section&nbsp;318 of the Code, as modified by Section&nbsp;856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section&nbsp;856(d)(2)(B) of the Code). As a condition to the granting of any such exemption, the Corporation
may require that the Exempt Holder provide representations and undertakings as are reasonably necessary to ascertain information regarding the ownership by the Exempt Holder (or such other Person who would Constructively Own Common Shares
Constructively Owned by the Exempt Holder) of any interest in a tenant of any real property owned or leased by the Corporation and may impose conditions upon any such exemption as the Board of Directors deems necessary or advisable in order to
determine or ensure the Corporation&#146;s status as a REIT, including that any exemption may terminate upon any violation or attempted violation of any such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 134 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
representations, undertakings, conditions or other terms of any agreement between the Company and the Exempt Holder. If, upon any termination of an exemption granted under this
Section&nbsp;4(l)(iii) of this Division B of this Article FOURTH, the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) would Constructively Own Common Shares in excess of the
Related Party Limit, then the number of Common Shares actually owned by the Exempt Holder (and such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) in excess of the Related Party Limit will be
transferred to a Trust in accordance with Section&nbsp;4(c) of this Division B of this Article FOURTH such that the Exempt Holder (and such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) will not
Constructively Own Common Shares in excess of the Related Party Limit. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iv) The Exempt Holder will not be deemed to have
violated the Exempt Holder Limit if the Exempt Holder&#146;s Beneficial Ownership in excess of the Exempt Holder Limit is solely the result of (A)&nbsp;a stock dividend, stock split or similar transaction effected by the Corporation in which all
holders of Common Shares are treated equally or (B)&nbsp;a reduction in the number of Common Shares outstanding, unless and until, in case of either clause (A)&nbsp;or (B)&nbsp;above, such time as the Exempt Holder thereafter becomes the Beneficial
Owner of any additional Common Shares (other than as a result of a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Common Shares are treated equally). In addition, the </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Board of Directors may exempt the Exempt Holder from the Exempt Holder Limit should it determine that the Beneficial Ownership
of the Exempt Holder does not result in the Corporation being &#147;closely held&#148; within the meaning of Section&nbsp;856(h) of the Code; provided, however, that notwithstanding the foregoing, this paragraph (iv)&nbsp;shall not be interpreted as
a waiver of, or exemption from, the restriction in Section&nbsp;4(b)(vi). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <I>Legend</I>. Each certificate for Common
Shares shall bear the following legend: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;The Common Shares represented by this certificate are subject to restrictions on transfer
for the purpose of the Corporation&#146;s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation&#146;s Articles of Incorporation, no Person
may Beneficially Own Common Shares in excess of 5.0% of the outstanding Common Shares of the Corporation (unless such Person is an Exempt Holder or an Existing Holder), no Person may Constructively Own Common Shares in excess of 9.8% of the
outstanding Common Shares of the Corporation and no Person may acquire Beneficial Ownership of any Common Shares after the Effective Date if, as a result of such acquisition, the fair market value of the Shares owned directly and indirectly by
Non-U.S. Persons would comprise more than 49% of the fair market value of the issued and outstanding Common Shares. Any Person who attempts to Beneficially Own or Constructively Own Common Shares in excess of the above limitations must immediately
notify the Corporation. All capitalized items in this legend have the meanings defined in the Corporation&#146;s Articles of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who
so requests. If the restrictions on transfer are violated, certain of the Common Shares represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust.&#148; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 135 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Shares-in-Trust</I>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)
<I>Trust</I>. Any Common Shares transferred to a Trust and designated Shares-in-Trust pursuant to Section&nbsp;4(c) of Division B of this Article FOURTH shall be held for the exclusive benefit of the Beneficiary. The Corporation shall name a
beneficiary of each Trust within five (5)&nbsp;days after discovery of the existence of such Shares-in-Trust. Any transfer to a Trust, and subsequent designation of Common Shares as Shares-in-Trust, pursuant to Section&nbsp;4(c) of Division B of
this Article FOURTH shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event that results in the transfer to the Trust. Shares-in-Trust shall remain issued and outstanding Common
Shares and shall be entitled to the same rights and privileges on identical terms and conditions as are all other issued and outstanding Common Shares. When transferred to the Permitted Transferee in accordance with the provisions of
Section&nbsp;7(e) of Division B of this Article FOURTH, such Shares-in-Trust shall cease to be designated as Shares-in-Trust. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<I>Dividend Rights</I>. The Trustee, as record holder of Shares-in-Trust, shall be entitled to receive all dividends and distributions as may be declared by the Board of Directors of the Corporation on such Common Shares and shall hold such
dividends or distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to the Trustee the amount of any dividends or distributions received by it that (i)&nbsp;are attributable to any
Common Shares designated as Shares-in-Trust and (ii)&nbsp;the record date of which was on or after the date that such Common Shares became Shares-in-Trust. The Corporation shall take all measures that it determines reasonably necessary to recover
the amount of any such dividend or distribution paid to a Prohibited Owner, including, if necessary, withholding any portion of future dividends or distributions payable on Common Shares Beneficially Owned or Constructively Owned by the Person who,
but for the provisions of Section&nbsp;4(c) of Division B of this Article FOURTH, would Beneficially Own or Constructively Own the Shares-in-Trust; and, as soon as reasonably practicable following the Corporation&#146;s receipt or withholding
thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)
<I>Rights Upon Liquidation</I>. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with
each other holder of Common Shares, that portion of the assets of the Corporation which is available for distribution to the holders of Common Shares. The Trustee shall distribute to the Prohibited Owner the amounts received upon such liquidation,
dissolution, or winding up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this Section&nbsp;7(c) of Division B of this Article FOURTH in excess of, in the case of a purported
Transfer in which the Prohibited Owner gave value for Common Shares and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Common Shares and, in the case of a
Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 136 - </P>


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which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or
Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Voting Rights</I>. The Trustee shall be
entitled to vote all Shares-in-Trust. Any vote by a Prohibited Owner as a holder of Common Shares prior to the discovery by the Corporation that the Common Shares are Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void
<I>ab initio </I>with respect to such Shares-in-Trust, and the Prohibited Owner shall be deemed to have given, as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event that results in the
transfer to the Trust of the Common Shares Section&nbsp;4(c) of Division B of this Article FOURTH, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in the manner in which the Trustee, in its sole and absolute discretion, desires. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <I>Designation of Permitted Transferee</I>. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of
any and all Shares-in-Trust. As reasonably practicable as possible, in an orderly fashion so as not to materially adversely affect the Market Price of the Shares-in-Trust, the Trustee shall designate any Person as Permitted Transferee, provided,
however, that (i)&nbsp;the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust and (ii)&nbsp;the Permitted Transferee so designated may acquire such Shares-in-Trust
without such acquisition resulting in a transfer to a Trust and the redesignation of such Common Shares so acquired as Shares-in-Trust under Section&nbsp;4(c) of Division B of this Article FOURTH. Upon the designation by the Trustee of a Permitted
Transferee in accordance with the provisions of this subparagraph, the Trustee of a Trust shall (i)&nbsp;cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (ii)&nbsp;cause to be
recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of Common Shares, and (iii)&nbsp;distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making
that payment to the Prohibited Owner pursuant to Section&nbsp;7(f) of Division B of this Article FOURTH. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <I>Compensation to Record
Holder of Common Shares that Become Shares-In-Trust</I>. Any Prohibited Owner shall be entitled (following discovery of the Shares-In-Trust and subsequent designation of the Permitted Transferee in accordance with Section&nbsp;4(e) of Division B of
this Article FOURTH) to receive from the Trustee the lesser of (i)&nbsp;in the case of (A)&nbsp;a purported Transfer in which the Prohibited Owner gave value for Common Shares and which Transfer resulted in the transfer of the Common Shares to the
Trust, the price per share, if any, such Prohibited Owner paid for the Common Shares, or (b)&nbsp;a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such Common Shares (e.g., if the shares were received through a
gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of Common Shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer, and (ii)&nbsp;the
price per share received by the Trustee of the Trust from the sale or other disposition of such Shares-in-Trust in accordance with Section&nbsp;7(e) of Division B of this Article FOURTH. Any amounts received by the Trustee in respect of such
Shares-in-Trust and in excess of such amounts to be paid the Prohibited Owner pursuant to this Section&nbsp;7(f) of Division B of this Article FOURTH shall be distributed to the Beneficiary in accordance with the provisions of Section&nbsp;7(e) of
Division B of this Article FOURTH. Each Beneficiary and Prohibited Owner waive any and all claims that they may have against the Trustee and the Corporation arising out of the disposition of Shares-in-Trust, except for claims arising out of the
gross negligence or willful misconduct of, or any failure to make payments in accordance with Section&nbsp;7 of Division B of this Article FOURTH by, such Trustee or the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 137 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <I>Purchase Right in Shares-in-Trust</I>. Shares-in-Trust shall be deemed to have been
offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i)&nbsp;the price per share in the transaction that created such Shares-in-Trust (or, in the case of devise, gift or Non-Transfer Event, the Market
Price at the time of such devise, gift or Non-Transfer Event) and (ii)&nbsp;the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of ninety days
after the later of (i)&nbsp;the date of the Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust and (ii)&nbsp;the date the Corporation determines in good faith that a Transfer or Non-Transfer Event resulting in
Shares-in-Trust has occurred, if the Corporation does not receive a notice of such Transfer or Non-Transfer Event pursuant to Section&nbsp;4(e) of Division B of this Article FOURTH. Prompt payment of the purchase price shall be made in such
reasonable manner as may be determined by the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">FIFTH: At all times following the consummation of the Initial Public Offering
(as defined in Article FOURTH), at least a majority of the members of the Board of Directors shall, except during the period of a vacancy or vacancies therein, be Independent Directors. An &#147;Independent Director&#148; shall mean a person who is
not (i)&nbsp;employed by the Corporation or (ii)&nbsp;an &#147;affiliate&#148; (as defined in Rule 405 under the Securities Act of 1933, as amended) of (A)&nbsp;any entity which is part of the Developers Diversified Group, including, without
limitation, Developers Diversified Limited Partnership, an Ohio limited partnership, Developers Diversified, Ltd., an Ohio limited partnership, W &amp; M Properties, an Ohio general partnership, W &amp; Z Properties, Ltd., an Ohio limited
partnership, and DE Properties Corporation, an Ohio corporation, or (B)&nbsp;any partnership which is an affiliate (as defined above) of any entity listed in clause (A)&nbsp;of this Article FIFTH. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">SIXTH: No holder of shares of the corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase
shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder
thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from time to time may determine. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">SEVENTH: Notwithstanding any provision of Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, or any successor statutes now or
hereafter in force, requiring for the authorization or taking of any action the vote or consent of the holders of shares entitling them to exercise two-thirds or any other proportion of the voting power of the corporation or of any class or classes
of shares thereof, such action, unless otherwise expressly required by law or these Articles of Incorporation, may be authorized or taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of
the corporation or of such class or classes of shares thereof. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 138 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Except as provided in the Company&#146;s code of regulations with respect to the election of a
director to fill a vacancy in the Board of Directors, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any shareholder meeting held for the election of directors at which a quorum is
present; provided, however, that if as of the date that is ten days in advance of the date the Company files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission
with respect to a shareholder meeting the number of nominees for election as a director is greater than the number of directors to be elected, then the directors shall be elected at the meeting by the vote of a plurality of the shares represented in
person or by proxy at that meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means the number of shares voted &#147;for&#148; a director exceeds the number of votes cast
&#147;against&#148; the director. Broker non-votes and abstentions will not be considered votes cast at the shareholder meeting and will be excluded in determining the number of votes cast at the shareholder meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">EIGHTH: To the extent permitted by law, the corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any
class issued by it at such times, for such consideration and upon such terms and conditions as its Board of Directors may determine. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">NINTH: The provisions of Chapter 1701.831 of the Ohio Revised Code shall not apply to the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">TENTH: The provisions of Chapter 1707.043 of the Ohio Revised Code shall not apply to the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">ELEVENTH: If any provision (or portion thereof) of these Articles of Incorporation shall be found to be invalid, prohibited, or unenforceable
for any reason, the remaining provisions (or portions thereof) of these Articles of Incorporation shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited, or unenforceable provision had been stricken
herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its shareholders that each such remaining provision (or portion thereof) of these Articles of Incorporation remain, to the fullest extent permitted by law,
applicable and enforceable as to all shareholders, notwithstanding any such finding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">TWELFTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">THIRTEENTH: These Third Amended and Restated Articles of Incorporation shall take the place of and supersede the Corporation&#146;s existing
Amended and Restated Articles of Incorporation, as amended. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 139 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.2 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED CODE OF REGULATIONS </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DDR CORP. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Meetings
of Shareholders </U></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Annual Meetings</U>. The annual meeting of shareholders shall be held at such time and on
such date as may be fixed by the Board of Directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come
before the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Special Meetings</U>. Special meetings of the shareholders shall be called upon the written
request of the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or of the holders of shares entitling them to exercise twenty-five percent (25%)&nbsp;of the voting power of the Corporation
entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Notices of Meetings</U>. Unless waived, written notice of each annual or special meeting stating the time, place, and the
purposes thereof shall be given by personal delivery, by mail, or by other means of communication authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to vote at or entitled to notice of the meeting, not
more than sixty (60)&nbsp;days nor less than seven (7)&nbsp;days before any such meeting. If mailed, such notice shall be directed to the shareholder at his or her address as the same appears upon the records of the Corporation. If sent by any other
means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law
or under these Regulations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Place of Meetings</U>. Meetings of shareholders shall be held at the principal office of
the Corporation unless the Board of Directors determines that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Quorum</U>. The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to
vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Articles of Incorporation or these
Regulations to be authorized or taken by the holders of a designated proportion of the shares </P>

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of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is
present, may adjourn such meeting from time to time, until a quorum shall be present. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Voting</U>. Except as expressly
required by law, the Articles of Incorporation of the Corporation or this Code of Regulations, at any meeting of shareholders at which a quorum is present, a majority of votes cast, whether in person or by proxy, on any matter properly brought
before such meeting will be the act of the shareholders. An abstention shall not represent a vote cast. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Record
Date</U>. The Board of Directors may fix a record date for any lawful purpose, including without limiting the generality of the foregoing, the determination of shareholders entitled to (i)&nbsp;receive notice of or to vote at any meeting,
(ii)&nbsp;receive payment of any dividend or distribution, (iii)&nbsp;receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto, or
(iv)&nbsp;participate in the execution of written consents, waivers or releases. Said record date shall not be more than sixty (60)&nbsp;days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the
date fixed for the receipt or the exercise of rights, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If a record date shall not be fixed, the record date for the
determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date
next preceding the day on which the meeting is held, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Proxies</U>. A person who is entitled to
attend a shareholders&#146; meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his or her other rights, by proxy
or proxies appointed by a writing signed by such person or appointed by a verifiable communication authorized by the person. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Directors </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Number of Directors</U>. The number of directors of the Corporation, none of whom need be shareholders, may be fixed or
changed, but in no case shall the number be fewer than three (3)&nbsp;or more than fifteen (15), at any annual meeting or at any special meeting called for that purpose by the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation on such proposal. In addition to the authority of the shareholders to fix or change the number of directors as described above, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>


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directors of the Corporation may fix or change the number of directors by a majority vote of the directors then in office and may fill any vacancy that is created by an increase in the number of
directors. Notwithstanding the foregoing, the aggregate number of members of the Board of Directors shall automatically increase by the number of directors elected pursuant to Section&nbsp;5(b) of Item&nbsp;1, Section&nbsp;5(b) of Item&nbsp;II,
Section&nbsp;5(b) of Item&nbsp;III, Section&nbsp;5(b) of Item&nbsp;IV, Section&nbsp;5(b) of Item&nbsp;V, Section&nbsp;5(b) of Item&nbsp;VI, Section&nbsp;5(b) of Item&nbsp;VII, Section&nbsp;5(b) of Item&nbsp;VIII, Section&nbsp;5(b) of Item&nbsp;IX,
Section&nbsp;5(b) of Item&nbsp;X, Section&nbsp;5(b) of Item&nbsp;XI and/or Section&nbsp;5(b) of Item&nbsp;XII of Division A of Article&nbsp;FOURTH of the Third Amended and Restated Articles of Incorporation of the Corporation, such directors to be
elected and hold office in accordance with such provisions of the Third Amended and Restated Articles of Incorporation of the Corporation, notwithstanding any other provision of this Code of Regulations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Election of Directors</U>. Directors shall be elected at the annual meeting of shareholders, but when the annual meeting is
not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any shareholder entitled to vote at such election; but, unless such
request is made, the election may be conducted in any manner approved at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At each meeting of shareholders for the election
of directors, the persons receiving the greatest number of votes shall be directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Term of Office</U>. Each director
shall hold office until the annual meeting next succeeding his or her election and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Removal</U>. All the directors or any individual director may be removed from office, without assigning any cause, by the
vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors are removed, no individual director shall be removed in case the votes of a sufficient
number of shares are cast against his or her removal which, if cumulatively voted at an election of all the directors, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting
for the unexpired term of each director removed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Vacancies</U>. Vacancies in the Board of Directors may be filled by a
majority vote of the remaining directors until an election to fill such vacancies is had. Shareholders entitled to elect directors shall have the right to fill any vacancy in the board (whether the same has been temporarily filled by the remaining
directors or not) at any meeting of the shareholders called for that purpose, and any directors elected at any such meeting of shareholders shall serve until the next annual election of directors and until their successors are elected and qualified.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Quorum and Transaction of Business</U>. A majority of the whole authorized
number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and
place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be
the act of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Annual Meeting</U>. Annual meetings of the Board of Directors shall be held immediately
following annual meetings of the shareholders, or as soon thereafter as is practicable. If no annual meeting of the shareholders is held, or if directors are not elected thereat, then the annual meeting of the Board of Directors shall be held
immediately following any special meeting of the shareholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of directors is held immediately following a meeting of the shareholders, it shall be held
at the same place at which such shareholders&#146; meeting was held. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Regular Meetings</U>. Regular meetings of the
Board of Directors shall be held at such times and places, within or without the State of Ohio, as the Board of Directors may, by resolution or by-law, from time to time, determine. The secretary shall give notice of each such resolution or by-law
to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>Special Meetings</U>. Special meetings of the Board of Directors may be called by the chairman of the board, the president,
any vice president, or any two members of the Board of Directors, and shall be held at such times and places, within or without the State of Ohio, as may be specified in such call. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <U>Notice of Annual or Special Meetings</U>. Notice of the time and place of each annual or special meeting shall be given to
each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method and at such time so that the director receiving it may have
reasonable opportunity to participate in the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least forty-eight (48)&nbsp;hours prior to the meeting and directed to the residence of each director
as shown upon the secretary&#146;s records and, in the event of a meeting to be held through the use of communications equipment, if the notice sets forth the telephone number at which each </P>
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director may be reached for purposes of participation in the meeting as shown upon the secretary&#146;s records and states that the secretary must be notified if a director desires to be reached
at a different telephone number. The giving of notice shall be deemed to have been waived by any director who shall participate in such meeting and may be waived, in a writing, by any director either before or after such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>Compensation</U>. The directors, as such, shall be entitled to receive such reasonable compensation for their services as
may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the board. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their
services as the board may deem reasonable, and additional compensation may be allowed to directors for special services rendered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;12. <U>By-Laws</U>. For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of
Incorporation and these Regulations. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Committees </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Executive Committee</U>. The Board of Directors may from time to time, by resolution passed by a majority of the whole
board, create an executive committee of three or more directors, the members of which shall be elected by the Board of Directors to serve during the pleasure of the board. If the Board of Directors does not designate a chairman of the executive
committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the Board of
Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, other than that of filling vacancies among the directors or in any committee of the directors. The
executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to
control, revision and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or
more directors as alternate members of the committee who may take the place of any absent member or members at any meeting. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Meetings of Executive Committee</U>. Subject to the provisions of these
Regulations, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the Board of Directors, and it shall also meet at the call of the president, the chairman of the executive
committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section&nbsp;10 of Article&nbsp;II relating to the notice required to be given of meetings of the Board of Directors
shall also apply to meetings of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act in a writing, or by telephone with written confirmation, without a meeting, but
no such action of the executive committee shall be effective unless concurred in by all members of the committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3.
<U>Other Committees and Subcommittees</U>. The Board of Directors may by resolution provide for such other standing or special committees and subcommittees as it deems desirable, and discontinue the same at pleasure. Each such committee or
subcommittee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. The provisions of Section l and Section&nbsp;2 of this Article shall govern the appointment and action of
such committees and subcommittees so far as the same are consistent with such appointment and unless otherwise provided by the Board of Directors. Vacancies in such committees and subcommittees shall be filled by the Board of Directors or as the
Board of Directors may provide. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Officers </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>General Provisions</U>. The Board of Directors shall elect a president, such number of vice presidents as the board may
from time to time determine, a secretary and a treasurer and, in its discretion, a chairman of the Board of Directors and/or a chief executive officer. The Board of Directors may from time to time create such offices and appoint such other officers,
subordinate officers and assistant officers as it may determine. The chairman of the board shall be, but the other officers need not be, chosen from among the members of the Board of Directors. Any two of such offices, other than that of president
and vice president, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Term of Office</U>. The officers of the Corporation shall hold office during the pleasure of the Board of Directors, and,
unless sooner removed by the Board of Directors, until the organization meeting of the Board of Directors following the date of their election and until their successors are chosen and qualified. The Board of Directors may remove any officer at any
time, with or without cause. A vacancy in any office, however created, shall be filled by the Board of Directors. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Duties of Officers </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Chairman of the Board</U>. The chairman of the board, if one be elected, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may be prescribed by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>President; Chief
Executive Officer</U>. The president shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. He or she shall preside at all meetings of shareholders
and, in the absence of the chairman of the board, or if a chairman of the board shall not have been elected, shall also preside at meetings of the Board of Directors. He or she shall have authority to sign all certificates for shares and all deeds,
mortgages, bonds, agreements, notes, and other instruments requiring his or her signature; and shall have all the powers and duties prescribed by Chapter&nbsp;1701 of the Revised Code of Ohio and such others as the Board of Directors may from time
to time assign to him or her. The chief executive officer, if one be elected, shall have all the powers granted by these Regulations to the president and the president shall, subject to the powers of supervision and control conferred upon the chief
executive officer, have such duties and powers as assigned to him or her by the Board of Directors or the chief executive officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Vice Presidents</U>. The vice presidents shall have such powers and duties as may from time to time be assigned to them by
the Board of Directors or the president. At the request of the president, or in the case of his or her absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the
board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds,
agreements, notes and other instruments shall be coordinate with like authority of the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Secretary</U>. The
secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors and shall make proper record of the same, which shall be attested by him or her; shall have authority to execute and deliver certificates as to any of
such proceedings and any other records of the Corporation; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be executed by the Corporation which require his or her
signature; shall give notice of meetings of shareholders and directors; shall produce on request at each meeting of </P>
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shareholders a certified list of shareholders arranged in alphabetical order; shall keep such books and records as may be required by law or by the Board of Directors; and, in general, shall
perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the Board of Directors or the president. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Treasurer</U>. The treasurer shall have general supervision of all finances; he or she shall receive and have in charge all
money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. He or she shall cause to be kept adequate and correct
accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required, and upon the expiration
of his or her term of office shall turn over to his or her successor or to the Board of Directors all property, books, papers and money of the Corporation in his or her hands; and shall have such other powers and duties as may from time to time be
assigned to him or her by the Board of Directors or the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Assistant and Subordinate Officers</U>. The Board
of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors or the president may
prescribe. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe
their authority and duties, and to fix their compensation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Duties of Officers May Be Delegated</U>. In the absence of
any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any
director. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Indemnification and Insurance </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Indemnification in Non-Derivative Actions</U>. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he
or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise, against expenses, including attorneys&#146; fees, judgments, fines, and amounts </P>
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paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Indemnification in Derivative Actions</U>. The Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses,
including attorneys&#146; fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless, and only to the extent that the Court of Common Pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such court shall deem proper. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Indemnification as Matter of Right</U>. To the extent that a director, trustee, officer, employee, or agent has been
successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections&nbsp;1 and 2 of this Article&nbsp;VI, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses,
including attorneys&#146; fees, actually and reasonably incurred by him or her in connection therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Determination
of Conduct</U>. Any indemnification under Sections&nbsp;1 and 2 of this Article&nbsp;VI, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he or she has met the applicable </P>
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standard of conduct set forth in Sections&nbsp;1 and 2 of this Article&nbsp;VI. Such determination shall be made (a)&nbsp;by a majority vote of a quorum consisting of directors of the Corporation
who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b)&nbsp;if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent
legal counsel, other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years, or (c)&nbsp;by the
shareholders or (d)&nbsp;by the Court of Common Pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under Section&nbsp;4(a) or by independent legal counsel under
Section&nbsp;4(b) of this Article&nbsp;VI shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation under Section&nbsp;2 of this Article&nbsp;VI, and within ten days after
receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Advance Payment of Expenses</U>. Expenses, including attorneys&#146; fees, incurred in defending any action, suit, or
proceeding referred to in Sections&nbsp;1 and 2 of this Article&nbsp;VI, may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article&nbsp;VI.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Nonexclusivity</U>. The indemnification provided by this Article&nbsp;VI shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the Articles of Incorporation or the Code of Regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Liability Insurance</U>. The Corporation may purchase and maintain insurance 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, trustee, officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability under the provisions of this Article&nbsp;VI or of Chapter&nbsp;1701 of the Ohio Revised Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Certificates for Shares; Uncertificated Shares </U></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Form and Execution of Certificates</U>. Certificates for shares, certifying the number of fully paid shares owned, may be,
but are not required to be, issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary or the
treasurer or an assistant treasurer; provided, however, that if such certificates are countersigned by a transfer agent and/or registrar, the signatures of any of said officers and the seal of the Corporation upon such certificates may be
facsimiles, engraved, stamped or printed. If any officer or officers, who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or
officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates, if authenticated by the endorsement thereon of the signature of a transfer
agent or registrar, shall nevertheless be conclusively deemed to have been adopted by the Corporation by the use and delivery thereof and shall be as effective in all respects as though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Uncertificated Shares</U>. The Board of Directors may provide by resolution that some or all of any or all classes and
series of shares of the Corporation shall be uncertificated shares, provided that the resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation and the resolution shall not apply to a
certificated security issued in exchange for an uncertificated security. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner of the shares a written notice containing
the information that would be required to be set forth or stated on a share certificate in accordance with applicable law. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the
rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Transfer and Registration of Certificates</U>. The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Articles of Incorporation or this Code of Regulations, as it deems expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and of
uncertificated shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Lost, Destroyed or Stolen Certificates</U>. A new share certificate or
certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i)&nbsp;the execution and delivery to the Corporation by the person claiming the
certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (ii)&nbsp;the furnishing to the
Corporation of indemnity and other assurances satisfactory to the Corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to
which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Registered Shareholders</U>. A person in whose name shares are of record on the books of the Corporation shall conclusively
be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or
claim to such shares on the part of any other person, whether disclosed upon a certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Fiscal
Year </U></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The fiscal year of the Corporation shall end on December&nbsp;31, of each year, or on such other date as may be fixed from
time to time by the Board of Directors. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Seal </U></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of
Directors may provide a suitable seal containing the name of the Corporation. If deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes of the Corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE X </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Amendments </U></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
Code of Regulations may be amended, or new regulations may be adopted, (i)&nbsp;at any meeting of shareholders called for such purpose by the affirmative vote of, or without a meeting by the written consent of, the holders of shares entitling them
to exercise a majority of the voting power of the Corporation on such proposal or (ii)&nbsp;by the Board of Directors, to the extent permitted by Chapter&nbsp;1701 of the Ohio Revised Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Approved: September&nbsp;10, 2013 </P>
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