3.1 Ryder Conformed Restated Articles of Incorporation

EX-3.1 2 a31ryderconformedrestateda.htm EXHIBIT 3.1 RYDER CONFORMED RESTATED ARTICLES OF INCORPORATION 3.1 Ryder Conformed Restated Articles of Incorporation

RESTATED ARTICLES OF INCORPORATION

RYDER SYSTEM, INC.
(Conformed copy incorporating all amendments through May 1, 2015)

The within Restated Articles of Incorporation were duly adopted by the Board of Directors of this Corporation on November 8, 1985. The said Restated Articles of Incorporation only restate and integrate the Articles of Incorporation of this Corporation, as originally filed with the Secretary of State of the State of Florida on March 22, 1955, together with all duly adopted amendments thereto and do not further amend the provisions of the Articles of Incorporation of this Corporation as heretofore amended; and there is no discrepancy between the provisions of the within Restated Articles of Incorporation and the provisions of the Articles of Incorporation of this Corporation as originally filed and heretofore amended, except that the Restated Articles of Incorporation omit Article VII, Article X, Article XI and Article XII of the Articles of Incorporation of this Corporation as originally filed, which Articles specify the amount of capital to begin the business, name the initial board of directors, officers, and subscribers for shares.

ARTICLE I

NAME OF CORPORATION

The name of this Corporation shall be:

RYDER SYSTEM, INC.

ARTICLE II

GENERAL NATURE OF BUSINESS

The general nature of the business and the objects and purposes proposed to be transacted and carried on, are to do any and all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in connection therewith to have all powers given and granted unto corporations under Chapter 608.13 of the Compiled General Laws of Florida, 1959, and to any other rights and powers vested in corporation, for profit under Chapter 28170 of the Laws of Florida, 1959, or as may be granted under any amendments thereto at any time hereafter. Without excluding any of the general powers or rights to conduct the general nature of the business or businesses above described, this Corporation shall specifically have the right to buy and sell real estate, engage in the business of common carrier by motor vehicle, to lease and rent motor vehicles and other equipment, to buy and hold stocks in other corporations, to render management services and to perform each and every act authorized for corporations under the laws of the State of Florida, not specifically reserved for special and chartered corporations such as banking and trust companies or other corporations which require special incorporation and approval under the other statutes of this State.

ARTICLE III

CAPITAL STOCK

1. The total number of shares of capital stock which the Corporation shall have authority to issue is 403,800,917 shares, of which a maximum of 400,000,000 shares shall be common stock having a par value of $.50 each (hereinafter called "Common Stock"), and a maximum of 3,800,917 shares shall be preferred stock, without par value (hereinafter called "Preferred Stock"). Any stock of this Corporation having any preference or priority over the Common Stock whether presently authorized or outstanding is sometimes hereinafter called “Preference Stock”.

2. The shares of Preferred Stock may be divided and issued in series from time to time, as herein provided, each of such series to be distinctly designated.

3. The holders of Preferred Stock shall have such relative rights with regard to voting power as shall be stated with respect to each of such series in the resolutions providing for the issue of such stock adopted by the Board of Directors of this Corporation except for the holders of the Series A Preferred Stock and the Series B Preferred Stock hereinafter referred to, who shall be entitled to two votes for each share held; and except as otherwise stated in this paragraph or by law provided, shall vote with the Common Stock as one class.

So long as any shares of Preferred Stock are outstanding and unless the vote or consent of a greater number of shares of Preferred Stock shall then be required by law, the consent of the holders of a majority of the Preferred Stock of each series at the time outstanding given in person or by proxy either in writing or at a meeting or meetings at which the holders of each such series of Preferred Stock shall vote separately as a class shall (except as hereinafter in this paragraph provided) be necessary for effecting or validating any one or more of the following:

(a)The authorization or creation of any additional class of Preference Stock ranking equal to or prior to the Preferred Stock either as to payment of dividends or the distribution of assets, or any stock or obligation convertible into or evidencing the right to purchase any Preference Stock of such additional class; or the authorization of any increase in authorized amounts of any such additional class of Preference Stock or such obligations.

(a) Any increase in the amount of the total authorized shares of Preferred Stock.

(b) The amendment, alteration or repeal of any of the provisions hereof pertaining to the rights, privileges or preferences of such series of Preferred Stock; provided, however, no such consent shall be required in connection with any reduction of the authorized amount of Preferred Stock of such series not in excess of any amount of such series to be retired or redeemed and not previously made the basis for any such reduction.

(c) The merger or consolidation of the Corporation with or into any other corporation or the sale of all or substantially all of the assets of the Corporation in exchange for stock or securities of another corporation unless (1) the resulting or surviving corporation will have, after such merger or consolidation or sale of assets, no stock either authorized or outstanding (except such stock of the Corporation as may have been authorized or outstanding immediately preceding such merger, consolidation or sale of such stock of the resulting or surviving corporation as may be issued in exchange therefor) ranking prior to the Preferred Stock, or to the stock of the resulting or surviving corporation issued in exchange therefor, in respect of payment of dividends or distribution of assets, and (2) the merger or consolidation results in no change in the rights, privileges or preferences of such series of Preferred Stock or the resulting or surviving corporation issued in exchange therefor.

4. There is hereby created a series of Preferred Stock designated as “Series A $5 Cumulative Convertible Preferred Stock”, without par value, consisting of 190,012 shares of the Preferred Stock and hereinafter called “Series A Preferred Stock”. Except as to voting rights, which are set forth above, the rights, powers, preferences and privileges of the Series A Preferred Stock and the qualifications, limitations and restrictions thereof shall be as follows:

(a) Dividends. The holders of the Series A Preferred Stock shall be entitled to receive, but only when and as declared by the Board of Directors out of funds legally available for the payment of dividends, cash dividends at the rate of $5 per annum per share, and no more, payable quarterly on the first business day following the last day of the months of March, June, September and December of each year for the respective three-month periods ending with such months. The Board of Directors may fix in advance a date not more than 15 days nor less than 5 days preceding any dividend payment date as a record date for determination of the holders of the Series A Preferred Stock entitled to receive any such dividend. Dividends shall accrue on each share of the Series A Preferred Stock from the date of original issue and shall be cumulative quarterly, so that if at any time dividends at the rate of $5 per annum on each share dividends at the rate of $5 per annum on each share shall not have been declared and paid, or set apart for payment, for all preceding quarterly dividend periods from and after the date of issue, the deficiency shall be declared and paid, or set apart for payment, but without interest, before any cash dividend shall be declared and paid, or set apart for payment, on the Common Stock or on any class of stock ranking junior to the Series A Preferred Stock, and before any assets which are by law available for the payment of dividends shall be paid or set apart for the purchase or redemption of any shares of Preferred Stock or for the purchase or redemption of any shares of any class of stock ranking junior to the Series A Preferred Stock.

(b) Redemption. The Corporation, by action of its Board of Directors, may redeem, out of any of its funds which may be lawfully used therefor, all or any part of the Series A Preferred Stock, at any time or from time to time, but in no event less than five years from the issuance of any of such shares, at a redemption price equal to $100 per share plus all unpaid dividends accrued to the redemption date. In the event the

Corporation shall determine to redeem less than all of the shares of Series A Preferred Stock then outstanding, the Board of Directors shall determine the shares of Series A Preferred Stock so to be redeemed by lot or pro rate or by any other means which the Board of Directors deems equitable. Notice of any proposed redemption of the Series A Preferred Stock shall be given by the Corporation by mailing a copy of such notice at least 30 days prior to the date fixed for such redemption to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation and by the publication of such notice once a week for two successive weeks in a newspaper or general circulation, published in English, in the City of Detroit, Michigan, the first publication to be made not less than 30 days before the date fixed for redemption. Each such notice of redemption shall specify the date fixed for redemption, the redemption price, and the place where payment of the redemption price is to be made, and shall also state the date on which the right to convert the shares of Series A Preferred Stock to be redeemed will terminate and the current rate at which shares of said Series A Preferred Stock may be converted into Common Stock as hereinafter provided. If such notice of redemption shall have been duly given as aforesaid and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and continue to be available therefor, then from and after the redemption date, notwithstanding that any certificate for shares of Series A Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed to be outstanding, the rights to receive dividends thereon shall cease to accrue from and after the date of redemption so designated and all rights with respect to such shares so called for redemption shall forthwith on such redemption date cease and terminate except for the right of the holders thereof to receive the redemption price of such shares but without interest thereon.

(c) Rights on Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series A Preferred Stock shall be entitled to be paid in full, out of the assets of the Corporation available for distribution to the stockholders, the sum of $100 per share, plus an amount equal to all accrued and unpaid dividends to the time of such payment, before any of the assets of the Corporation shall be distributed to the holders of the Common Stock or of any other stock ranking junior to the Series A Preferred Stock. If upon any such dissolution, liquidation or winding up of the Corporation the assets distributable among the holders of the stock of the Corporation shall be insufficient to permit the payment in full of the preferential amounts payable as aforesaid to the holders of the Series A Preferred Stock and the payment in full of the preferential amounts payable to the holders of all other Preference Stock ranking on a parity with respect to liquidation with the Series A Preferred Stock (which preferential amounts shall have been fixed in the Certificate of Incorporation of the Corporation or determined by the Board of Directors of the Corporation at or before the issuance of such other class or series of Preference Stock), then all of such assets of the Corporation shall be distributed among the holders of all of such Preference Stock then outstanding, ratably in proportion to the full

preferential amounts to which they shall be entitled respectively. A consolidation or merger of the Corporation with or into any other corporation, or the sale or transfer by the Corporation of all or any part of its assets in exchange for stock or other securities of the purchaser, shall not be deemed to be a liquidation or dissolution for the purposes of this subparagraph.

(d) Conversion Privilege. Each holder of a share of Series A Preferred Stock shall have the right at any time, or as to any such share called for redemption, at any time prior to the close of business on the third business day preceding the date fixed for redemption, to convert such share into fully paid and non-assessable shares of Common Stock of the Corporation upon the following terms and conditions:

(i) In order to exercise the conversion privilege, the holder of any shares of Series A Preferred Stock to be converted shall surrender the certificate or certificates therefor to the transfer agent of the Corporation for such Preferred Stock at offices which the Corporation shall cause to be maintained in the Borough of Manhattan, City of New York, duly endorsed or assigned (unless such endorsement or assignment be waived by the Corporation), together with a written request for conversion.

As soon as practicable after the surrender of such certificates as provided above, the Corporation shall cause to be issued and delivered, at the office of such transfer agent, to or on the order of the holder of the certificates thus surrendered, a certificate or certificates for the number of full shares of Common Stock issuable hereunder upon the conversion of such Preferred Stock, and cash, as provided in subparagraph (v) hereof, in respect of any fraction of a share of Common Stock, issuable upon such conversion. Such conversion shall be deemed to have been effected on the date on which the certificates for such Preferred Stock have been surrendered as provided above, and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on such date the holder of record of the shares represented thereby.

(ii) No adjustment or allowances shall be made for dividends on Preferred Stock surrendered for conversion, whether accrued, accumulated or otherwise.

(iii) Each share of Series A Preferred Stock shall initially be convertible into two and one-half (2.5) shares of Common Stock, par value One Dollar and Twenty-Five Cents ($1.25) each, of the Corporation, and such conversion ratio shall continue until adjusted as hereinafter provided:

(A) In the event of reduction or split of the Common Stock or the issuance of any stock dividend by the Corporation in shares of Common Stock, the conversion ratio shall be adjusted accordingly, and such adjustment shall become effective immediately after the opening of

business on the day following the record date for the determination of stockholders entitled to receive such dividend or to receive or be affected by such split or reduction, as the case may be.

(B) In the case of any other recapitalization or reclassification of the Common Stock, or any consolidation or merger of the Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of all or substantially all of the property of the Corporation, the holder of each share of Series A Preferred Stock then outstanding shall have the right thereafter, so long as his conversion right hereunder shall exist, to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such recapitalization, reclassification, consolidation, merger, sale or conveyance by the holder of the number of shares of Common Stock (whether whole or fractional) of the Corporation into which such share of Series A Preferred Stock might have been converted immediately prior to such recapitalization, reclassification, consolidation, merger, sale or conveyance; and effective provisions shall be made in the Certificate of Articles of Organization or Incorporation of the resulting or surviving corporation or otherwise so that the provisions set forth herein for the protection of the conversion rights of the Series A Preferred Stock shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon conversion at the Series A Preferred Stock remaining outstanding or other convertible preferred stock received by the holders in place thereof; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon the exercise of the conversion privilege, such shares, securities or property as the holders of the Series A Preferred Stock remaining outstanding or other convertible preferred stock received by the holders in place thereof shall be entitled to receive pursuant to the provisions hereof, and to make provisions for protection of the conversion right as above provided.

(C) Any conversion ratio determined or adjusted as herein provided shall remain in effect until further adjustment as required herein.

(iv) If the Corporation shall grant to the holders of its Common Stock any rights to subscribe for or purchase any shares of capital stock of any class or any securities convertible into shares of capital stock of any class, it shall afford the holders of the Series A Preferred Stock the same rights with respect to such grant as they would have been entitled to receive as holders of the Common Stock had they converted their shares of Series A Preferred Stock into shares of Common Stock as of the record date for the granting of such rights.

(v) No fractional shares of Common Stock shall be issued upon conversion of any Preferred Stock, but in lieu of fractional shares the Corporation shall pay an amount in cash equal to the current market value of such fractional interest, computed on the basis of the last reported sale price of the Common Stock on the New Stock Exchange prior to the date of conversion.

(vi) After any adjustment of the conversion rate has been made pursuant to subparagraph (iii) hereof, the Corporation shall, as soon as possible and in any event no later than 30 days after such adjustment, file with each transfer agent of such Preferred Stock and the Common Stock a certificate signed by the President or a Vice President of the Corporation, setting forth in reasonable detail the facts requiring the adjustment of the conversion rate and specifying the adjusted conversion rate (or, if the adjustment results in a change in the kind of securities or other property issuable, specifying such securities or other property).

(vii) As long as any of the Series A Preferred Stock remains outstanding, the Corporation shall take all steps necessary to reserve and keep available a number of its authorized but unissued shares of Common Stock sufficient for issuance upon conversion of all outstanding shares of such Preferred Stock.

(viii) In case of the voluntary dissolution, liquidation, or winding up of the Corporation, all conversion rights of the holders of the Series A Preferred Stock shall terminate on a date fixed by the Board of Directors but not more than 30 days prior to the record date for determining the holders of the Common Stock entitled to receive any distribution upon such dissolution, liquidation, or winding up. The Corporation shall cause notice of the proposed action, and of the date of termination of conversion rights, to be mailed to the holders, of record of the Series A Preferred Stock not later than 30 days prior to the date of such termination, and shall promptly give similar notice to each transfer agent for such Preferred Stock and for the Common Stock. Such notice shall also state the conversion rate then in effect. A consolidation or merger of the Corporation with or into any other corporation or a sale of all or substantially all of the assets of the Corporation for stock or securities of another corporation shall not constitute a dissolution, liquidation or winding up of the Corporation for the purposes of this subparagraph.

(ix) All certificates of Series A Preferred Stock surrendered for conversion as provided herein shall be cancelled and retired in the manner provided by law and no further Preferred Stock shall be issued in lieu thereof.

(x) The exercise of the conversion privilege shall be subject to such regulations, not inconsistent with the foregoing provisions, as may from time to time be adopted by the Board of Directors of the Corporation.

(xi) All shares of Common Stock issued upon the conversion of the Series A Preferred Stock shall be validly issued and outstanding and fully paid and non-assessable, and the Corporation shall pay all issue taxes payable in respect thereof. The Corporation shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance and delivery of certificates of Common Stock in a name other than that of the holder of the Preferred Stock converted.

(e) Sinking Fund. The shares of Series A Preferred Stock shall not be entitled to the benefit of any sinking fund to be applied to the purchase or redemption of such Preferred Stock.

5. The voting rights, except as to holders of Series A Preferred Stock and Series B Preferred Stock, which shall be as stated in Paragraph 3 of this Article III, and the designations, preferences and other rights and limitations or restrictions of the one or more series of Preferred Stock other than Series A Preferred Stock shall be such as may be fixed by the Board of Directors (authority so to do being hereby expressly granted) and stated and expressed in a resolution or resolutions adopted by the Board of Directors providing for the issue of Preferred Stock of such other series. Such resolution or resolutions shall (a) fix the designation of such series; (b) fix the number of shares to be included in such series; (c) fix the dividend rights of holders of shares of such series including the dividend rate, the dividend periods and payment dates, the conditions upon which the dividends will be paid and whether the dividends shall be cumulative; (d) fix the voting rights of holders of shares of such series; (e) fix the price at which and the terms on which stock of such series may be redeemed if the shares of such other series are to be redeemable, including the terms and amounts of any sinking fund for the purchase or redemption of shares of such series; (f) fix the amount ($100 per share unless the Board of Directors shall fix a lesser amount) which shall be paid to the holders of the shares of such other series in case of dissolution or any distribution of assets; and (g) fix the rights, if any, of the holders of shares of such other series to convert the same into or purchase Common Stock.

All shares of any one series of Preferred Stock shall be identical with each other in all respects except that shares of any one series issued at different times may differ as to the date from which dividends thereon shall accumulate and the date from which the shares may be redeemed; and all series of Preferred Stock shall be identical in all respect except as to voting rights of holders of Series A Preferred Stock and Series B Preferred Stock set forth in Paragraph 3 and except as to the designations, voting rights, preferences, and other rights and limitations or restrictions of other series of Preferred Stock which pursuant to this Paragraph 5 may be specified with respect to each series by the respective resolutions of the Board of Directors providing for such Series, and shall rank equally.

5.1 There is hereby created a series of Preferred Stock designated as “Series B $1.76 Cumulative Convertible Preferred Stock” without par value, consisting of 9,091 shares of the Preferred Stock and hereinafter called “Series B Preferred Stock”. Except as to voting rights, which are set forth in Article III, Paragraph 3 of the Certificate of Incorporation of the

Corporation, the rights, powers, preferences and privileges of the Series B Preferred Stock and the qualifications, limitations and restrictions thereof shall be as follows:

(a) Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, but only when and as declared by the Board of Directors out of funds legally available for the payment of dividends, cash dividends at the rate of $1.76 per annum per share, and no more, payable quarterly on the first business day following the last day of the months of March, June, September and December of each year for the respective three-month periods ending with such months. The Board of Directors may fix in advance a date not more than 15 days nor less than 5 days preceding any dividend payment date as a record date for determination of the holders of the Series B Preferred Stock entitled to receive any such dividend. Dividends shall accrue on each share of the Series B Preferred Stock from the date of original issue and shall be cumulative quarterly, so that if at any time dividends at the rate of $1.76 per annum on each share shall not have been declared and paid, or set apart for payment, for all preceding quarterly dividend periods from and after the date of issue, the deficiency shall be declared and paid, or set apart for payment, but without interest, before any cash dividend shall be declared and paid, or set apart for payment on the Common Stock or on any class of stock ranking junior to the Series B Preferred Stock, and before any assets which are by law available for the payment of dividends shall be paid or set apart for the purchase or redemption of any shares of any class of stock ranking junior to the Series B Preferred Stock.

(b) Redemption

(i) The Corporation, by action of its Board of Directors, may redeem, out of any of its funds which may be lawfully used therefor, all or any part of the Series B Preferred Stock, at any time or from time to time, but in no event less than five years from the issuance of any of such shares, at a redemption price equal to $44.00 per share plus all unpaid dividends accrued to the redemption date. In the event the Corporation shall determine to redeem less than all the shares of Series B Preferred Stock then outstanding, the Board of Directors shall determine the shares of Series B Preferred Stock so to be redeemed by lot or pro rata or by any other means which the Board of Directors deems equitable. Notice of any proposed redemption of the Series B Preferred Stock shall be given by the Corporation by mailing a copy of such notice at least 30 days prior to the date fixed for such redemption to the holders of record of the Series B Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation and by publication of such notice once a week for two successive weeks in a newspaper of general circulation, published in English, in the City of Miami, Florida, the first publication to be made not less than 30 days before the date fixed for redemption. Each such notice of redemption shall specify the date fixed for redemption, the redemption price, and the place where payment of the redemption price is to be made, and shall also state the date on which the right to convert the shares of Series B Preferred Stock to be redeemed shall terminate and

the current rate at which shares of said Series B Preferred Stock may be converted into Common Stock shall have been duly given as aforesaid and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and continue to be available therefor, then from and after the redemption date, notwithstanding that any certificate for shares of Series B Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed to be outstanding, the rights to receive dividends thereon shall cease to accrue from and after the date of redemption so designated and all rights with respect to such shares so called for redemption shall forthwith on such redemption date cease and terminate except for the right to the holders thereof to receive the redemption price of such shares but without interest thereon.

(ii) The Corporation, by action of its Board of Directors, may redeem all of the shares of Series B Preferred Stock at any time during the five year period commencing with the issuance of such shares by issuing in exchange therefor shares of the Common Stock of the Corporation in compliance with the requirements of Section 608.15 and 608.18(7)(b) Florida Statutes, provided, however, that such redemption may be made only if (A) the closing price per share of the Corporation’s Common Stock on the New York Stock Exchange for each of the 30 business days preceding the giving of notice of such redemption, equals or exceeds an amount determined by dividing $88.00 by the number of shares of Common Stock of the Corporation into which each share of such Series B Preferred Stock is convertible pursuant to subparagraph (d) (iii) of this paragraph 5.1 at the date of the notice of such redemption; and (B) the Corporation pays or provides for the payment of all dividends on the Series B Preferred Stock accumulated and accrued through the effective date of redemption.

Notice of any such redemption of the Series B Preferred Stock shall be given by Corporation by mailing a copy of such notice to the holders of record of the Series B Preferred Stock at their respective addresses appearing on the books of the Corporation. The effective date of such redemption (hereinafter called “effective date”) shall be the last day of the calendar quarter in which such notice is given.

Each of the shares of Series B Preferred Stock issued and outstanding on the effective date, shall upon said effective date forthwith be converted into the number of fully paid and non-assessable shares of Common Stock of the Corporation as shall be determined by the conversion ratio in effect on the effective date under the provisions of subparagraph (d) (iii) of this paragraph 5.1 and each holder of shares of Series B Preferred Stock shall, upon surrender of his certificate or certificates for the same to the transfer agent of the Corporation for

such Series B Preferred Stock at offices which the Corporation shall cause to be maintained in the City of Miami, State of Florida, receive in exchange therefor certificates representing the number of whole shares of Common Stock of the Corporation into which such shares of Series B Preferred Stock issued and outstanding upon said effective date shall be deemed to represent the shares of Common Stock of the Corporation into which such shares of Series B Preferred Stock issued and outstanding upon said effective date have been converted.

No fractional shares shall be issued upon the redemption of the Series B Preferred Stock under this subparagraph (b)(ii) but in lieu of fractional shares the Corporation shall pay an amount in cash equal to the current market value of the Common Stock on the New York Stock Exchange prior to the effective date of the redemption.

Upon the effective date of redemption under this subparagraph (b) (ii), the Series B Preferred Stock shall be deemed cancelled and retired and no further shares of Series B Preferred Stock shall be issued in lieu thereof.

All shares of Common Stock issued upon the redemption of the Series B Preferred Stock shall be validly issued and outstanding and fully paid and non-assessable, and the Corporation shall pay all issue taxes payable in respect thereof.

(c) Rights on Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to be paid in full, out of the assets of the Corporation available for distribution to stockholders, the sum of $44.00 per share, plus an amount equal to all accrued and unpaid dividends to the time of such payment, before any of the assets of the Corporation shall be distributed to the holders of the Common Stock or of any other stock ranking junior to the Series B Preferred Stock. If upon any such dissolution, liquidation or winding up of the Corporation the assets distributable among the holders of the stock of the Corporation shall be insufficient to permit the payment in full of the preferential amounts payable as aforesaid to the holders of the Series B Preferred Stock and the payment in full of the preferential amounts payable to the holders of all other Preference Stock ranking on a parity with respect to liquidation with the Series B Preferred Stock (which preferential amounts shall have been fixed in the Certificate of Incorporation of the Corporation or determined by the Board of Directors of the Corporation at or before the issuance of such other class or series of Preference Stock), then all such assets of the Corporation shall be distributed among the holders of all of such Preference Stock then outstanding, ratably in proportion to the full preferential amounts to which they shall be entitled respectively. A consolidation or merger of the Corporation with or into any other corporation, or the sale or transfer by the Corporation of all or any part of its assets in exchange for stock or other securities of the purchaser, shall not be deemed to be a liquidation or dissolution for the purposes of this subparagraph.

(d) Conversion Privilege. Each holder of a share of Series B Preferred Stock shall have the right at any time, or, as to any such share called for redemption, at any time prior to the close of business on the third business day preceding the date fixed for redemption, to convert such share into fully paid and non-assessable shares of Common Stock of the Corporation upon the following terms and conditions:

(i) In order to exercise the conversion privilege, the holder of any shares of Series B Preferred Stock to be converted shall surrender the certificate or certificates therefor to the transfer agent of the Corporation for such Preferred Stock at offices which the Corporation shall cause to be maintained in the City of Miami, State of Florida, duly endorsed or assigned (unless such endorsement or assignment be waived by the Corporation), together with a written request for conversion.

(ii) No adjustment or allowance shall be made for dividends on Preferred Stock surrendered for conversion, whether accrued, accumulated or otherwise.

(iii) The conversion ratio at which Common Stock, par value $1.25, of the Corporation shall be issuable upon conversion of the Series B Preferred Stock shall be as follows (subject to adjustment as hereinafter provided);

.909 shares of Common Stock ($1.25 par value) for each share of Preferred Stock with respect to any conversion during the period commencing January 31, 1970 and ending January 30, 1971;

.826 shares of Common Stock ($1.25 par value) for each share of Series B Preferred Stock with respect to any conversion during the period commencing January 31, 1971 and ending January 30, 1973;

.751 shares of Common Stock ($1.25 par value) for each share of Series B Preferred Stock with respect to any conversion during the

period commencing January 31, 1973 and ending January 30, 1975;

.683 shares of Common Stock ($1.25 par value) for each share of Series B Preferred Stock with respect to any conversion during the period commencing January 31, 1975 and ending January 30, 1977;

.621 shares of Common Stock ($1.25 par value) for each share of Series B Preferred Stock with respect to any conversion on or after January 31, 1977.

(D) In the event of reduction or split of the Common Stock or the issuance of any stock dividend by the Corporation in shares of Common Stock, the conversion ratio shall be adjusted accordingly, and such adjustment shall become effective immediately after the opening of business on the day following the record date for the determination of Stockholders entitled to receive such dividend or to receive or be affected by such split or reduction, as the case may be.

(E) In the case of any other recapitalization or reclassification of the Common Stock, or any consolidation or merger of the Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of all or substantially all of the property of the Corporation, the holder of each share of Series B Preferred Stock then outstanding shall have the right thereafter, so long as his conversion right hereunder shall exist, to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such recapitalization, reclassification, consolidation, merger, sale or conveyance by the holder of the number of shares of Common Stock (whether whole or fractional) of the Corporation into which such share of Series B Preferred Stock might have been converted immediately prior to such recapitalization, reclassification, consolidation, merger, sale or conveyance; and effective provisions shall be made in the Certificate or Articles of Organization or Incorporation of the resulting or surviving corporation or otherwise so that the provisions set forth herein for the protection of the conversion rights of Series B Preferred Stock shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon conversion of the Series B Preferred Stock remaining outstanding or other Convertible Preferred Stock received by the holders in place thereof; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon the exercise of the conversion privilege, such shares, securities or property as the holders of the Series B Preferred Stock remaining outstanding or other Convertible Preferred Stock received by

the holders in place thereof shall be entitled to receive pursuant to the provisions hereof, and to make provisions for protection of the conversion right as above provided.

(F) Any conversion ratio determined or adjusted as herein provided shall remain in effect until further adjustment as required herein.

(iv) If the Corporation shall grant to the holders of its Common Stock any rights to subscribe for or purchase any shares of capital stock of any class or any securities convertible into shares of capital stock of any class, it shall afford the holders of the Series B Preferred Stock the same rights with respect to such grant as they would have been entitled to receive as holders of the Common Stock had they converted their shares of Common Stock as of the record date for the granting of such rights.

(vi) After any adjustment of the conversion rate has been made pursuant to subparagraph (iii) hereof, the Corporation shall, as soon as possible and in any event no late than 30 days after such adjustment, file with each transfer agent of such Preferred Stock and the Common Stock a certificate signed by the President or a Vice President of the Corporation, setting forth in reasonable detail the facts requiring the adjustment of the conversion rate and specifying the adjusted conversion rate (or, if the adjusted results in a change in the kind of securities or other property issuable, specifying such securities or other property).

(vii) As long as any of the Series B Preferred Stock remains outstanding, the Corporation shall take all steps necessary to reserve and keep available a number of its authorized but unissued shares of Common Stock sufficient for issuance upon conversion of all outstanding shares of such Preferred Stock.

(viii) In case of the voluntary dissolution, liquidation, or winding up of the Corporation, all conversion rights of the holders of the Series B Preferred Stock shall terminate on a date fixed by the Board of Directors but not more than 30 days prior to the record date for determining the holders of the Common Stock entitled to receive any distribution upon such dissolution, liquidation, or winding up. The corporation shall cause notice of the proposed action, and of the date of termination of conversion rights, to be mailed to the holders of record of the Series B Preferred Stock not later than 30 days prior to the date of such termination, and shall promptly give similar notice to each transfer agent for such Preferred Stock and for the Common Stock. Such notice shall also state the

conversion rate then in effect. A consolidation or merger of the Corporation with or into any other corporation or a sale of all or substantially all of the assets of the Corporation for stock or securities of another corporation shall not constitute a dissolution, liquidation or winding up of the Corporation for the purposes of this subparagraph.

(ix) All certificates of Series B Preferred Stock surrendered for conversion as provided herein shall be cancelled and retired in the manner provided by law and no further Preferred Stock shall be issued in lieu thereof.

(xi) All shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be validly issued and outstanding and fully paid and non-assessable, and the Corporation shall pay all issue taxes payable in respect thereof. The Corporation shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance and delivery of certificates of Common Stock in a name other than that of the holder of the Preferred Stock converted.

(e) Sinking Fund. The share of Series B Preferred Stock shall not be entitled to the benefit of any sinking fund to be applied to the purchase or redemption of such Preferred Stock.

6. The holders of each share of Common Stock shall be entitled to one vote at any meeting of the shareholders. After or concurrently with making payment of or provision for payment of full dividends for the current quarterly dividend period of all then outstanding Preference Stock, and after having paid all past quarterly dividends on all the outstanding cumulative Preference Stock, and after first fulfilling any sinking requirements on other obligations in respect of all then outstanding Preference Stock, dividends may be paid to the holders of the Common Stock as and when declared by the Board of Directors in its discretion out of any of the funds of the Corporation legally available for the payment of such dividends, to the exclusion of the holders of Preference Stock then outstanding. In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment to the holders of the then outstanding Preference Stock of the full amount to which they are entitled, the holders of the Common Stock shall be entitled, to the exclusion of the holders of the Preference Stock then outstanding, to share ratably in all the remaining assets of the Corporation according to the number of shares held by each.

ARTICLE IV

Board of Directors

(a) Number, election and terms. Except as otherwise fixed by or pursuant to the provisions of Article III hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws of the Corporation. The Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the By-Laws of the Corporation, one class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1985, another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1986, and another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, with each class to hold office until its successor is elected and qualified. At each annual meeting of the stockholders of the Corporation, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Commencing in 2016, Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be elected to hold office for a term expiring at the next annual meeting of stockholders following their election. Accordingly, at the 2016 annual meeting of stockholders, Directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the 2017 annual meeting of stockholders; at the 2017 annual meeting of stockholders, Directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the 2018 annual meeting of stockholders; and at the 2018 annual meeting of stockholders and at each annual meeting of stockholders thereafter, all Directors shall be elected to hold office for a term expiring at the next annual meeting of stockholders following their election. All Directors, subject to such Director’s earlier death, resignation, retirement, disqualification or removal from office, shall hold office until the expiration of the term for which he or she was elected, and until his or her successor is duly elected and qualified.

(b) Stockholder nomination of director candidates. Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the By-Laws of the Corporation.

(c) Newly created directorships and vacancies. Except as otherwise provided for or fixed by or pursuant to the provisions of Article III hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or any other cause shall be

filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office until the next election of directors by the stockholders and until such Director’s successor shall have been duly elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

(d) Removal. Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, any Director may be removed from office, with or without cause, only by the affirmative vote of the holders of a majority of the votes cast (in person or by proxy) by the holders of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class. For purposes of clarity, “abstentions,” “withheld” votes and “broker non-votes” shall not be counted as a vote cast with respect to such action.

(e) Amendment, repeal, etc. Notwithstanding anything contained in these Restated Articles of Incorporation to the contrary, the affirmative vote of the holders of a majority of the votes cast (in person or by proxy) by the holders of the then outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article IV. For purposes of clarity, “abstentions,” “withheld” votes and “broker non-votes” shall not be counted as a vote cast with respect to such action.”

ARTICLE V

Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Notwithstanding anything contained in these Restated Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to altar, amend or adopt any provision inconsistent with or repeal this Article V.

ARTICLE VI

By-Law Amendments

(a) By Action of the Board of Directors or Stockholders. The Board of Directors shall have power to adopt, alter, amend and repeal the By-Laws of the Corporation (except as so far as the By-Laws of the Corporation adopted by the stockholders shall otherwise provide). Any By-Laws made by the Directors under the powers conferred hereby may be altered, amended or repealed by the Directors or by the stockholders. Notwithstanding the foregoing and anything contained in these Restated Articles of Incorporation to the contrary, Sections 1 and 2 of Article V of the By-Laws shall not be altered, amended or repealed and no provision inconsistent

therewith shall be adopted without the affirmative vote of the holders of a majority of the votes cast (in person or by proxy) by the holders of the then outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding anything contained in these Restated Articles of Incorporation to the contrary, the affirmative vote of the holders of a majority of the votes cast (in person or by proxy) by the holders of the then outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article VI(a). For purposes of clarity, “abstentions,” “withheld” votes and “broker non-votes” shall not be counted as a vote cast with respect to such action.

(b) Higher Vote for Certain Amendments. Notwithstanding Section (a) of this Article VI and anything contained in these Restated Articles of Incorporation to the contrary, Section 4 of Article IV of the By-Laws shall not be altered, amended, or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding anything contained in these Restated Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article VI(b).

ARTICLE VII

[Reserved]

ARTICLE VIII

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

The Corporation shall have the power to indemnify officers, directors, employees and agents and their heirs, executors and administrators, to the full extent permitted by law. In addition, the Corporation shall have the power to make any other or further indemnification, except an indemnification prohibited by law, under any by-law, agreement, vote of shareholders or disinterested directors or otherwise.

ARTICLE IX

MODIFICATION OF STATUTORY PREEMPTIVE RIGHTS

No holder of stock of the Corporation of any class, as such, shall have any preemptive or preferential right of subscription to any shares of any class or series of stock of the Corporation whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, or any right of subscription to any thereof, other than such, if any, as the Board of Directors in its discretion may, from time to time, determine with respect thereto; and any shares

of stock or convertible obligations which the Board of Directors may determine to offer for subscription to the holders of stock of the Corporation may, as said Board shall determine, be offered to the holders of any class or classes of stock exclusively, or to the holders of all classes of stock, and, if offered to more than one class of stock, in such proportion as between said classes of stock as the Board of Directors in its discretion may determine. As used herein, the expression “convertible obligations” shall include any notes, bonds, or other evidences of indebtedness to which are attached or with which are issued warrants or other rights to purchase stock of the Corporation of any class or classes. The Board of Directors is hereby expressly authorized, in its discretion, in connection with the issue of any obligation or stock of the Corporation (but without intending hereby to limit its general power so to do in other cases), to grant rights or options to purchase stock of the Corporation of any class upon such terms and during such period as the Board of Directors shall determine, but not for a consideration less than the equivalent of the full par value of the stock, and to cause the rights to be evidenced by such warrants or other instruments as it may deem advisable. Should the Board of Directors elect to grant rights or options to purchase stock or convertible obligations of the Corporation to the stockholders of any class of stock, whether now or hereafter authorized, no waiver or release of the foregoing provisions of this Article shall be or be deemed to be accomplished thereby. The acceptance of stock in the Corporation shall be a waiver of any preemptive or preferential right which, in the absence of the provisions of this Article, might otherwise be asserted by stockholders of the Corporation.

ARTICLE X

RE-ESTABLISHMENT OF LOST CERTIFICATES

In case of loss or destruction of any certificate of stock, another may be issued in its place upon receipt of proof of such loss of destruction and upon furnishing a satisfactory bond of indemnity to the Corporation and/or to the transfer agent and registrar of such stock in such sum as the Board of Directors may provide and approve, such approval by the Corporation to be given by its Board of Directors or by such persons or person as the said Board may designate for that purpose.

ARTICLE XI

CORPORATE EXISTENCE

This Corporation shall have perpetual existence unless sooner dissolved according to law.

ARTICLE XII

PRINCIPAL PLACE OF BUSINESS

The principal office of business of said Corporation shall be in Miami, Dade County, Florida, with the privilege of having branch offices at other places within or without the State of Florida, or within or without the United States of America.

STATEMENT OF RESOLUTION ESTABLISHING
DUTCH AUCTION RATE TRANSFERABLE SECURITIES TM
PREFERRED STOCK, SERIES A
OF
RYDER SYSTEM, INC.

Pursuant to the provisions of Section 607.047 of the Florida General Corporation Act, the undersigned corporation submits the following statement for the purpose of establishing and designating a special series of its Dutch Auction Rate Transferable Securities Preferred Stock, Series A, and fixing and determining the relative rights and preferences thereof:

1. The name of the corporation is Ryder System, Inc. (the “Corporation”).

2. The following resolutions, establishing and designating a special series of Dutch Auction Rate Transferable Securities Preferred Stock, Series A, and fixing and determining the relative rights and preferences thereof, were duly adopted by the Securities Committee of the Board of Directors of the Corporation on November 18, 1985, pursuant to authority duly granted by the Board of Directors of the Corporation on November 9, 1985:

RESOLVED, that there be and hereby is established a series of Preferred Stock of the Corporation, without par value, designated as “Dutch Auction Rate Transferable Securities TM Preferred Stock, Series A” (hereinafter referred to as the “Series A DARTS”), consisting of 500,000 shares of Series A DARTS TM, which the Corporation has authority to issue. All the shares of Series A DARTS shall be identical, and each share of Series A DARTS shall be equal in all respects to every other such share.

FURTHER RESOLVED, that the designations, preferences and relative, participating, optional or other special rights of the Series A DARTS and the qualifications, limitations and restrictions thereof are as follows:

500,000 shares (500 Units) of the Preferred Stock, without par value, of the Corporation shall constitute a series of Preferred Stock designated as “Dutch Auction Rate Transferable Securities Preferred Stock, Series A”, hereinafter referred to as the “Series A DARTS”. All shares of Series A DARTS shall be identical with each other in all respects. The shares of the Series A DARTS shall be issued in units (the “Units”), with each Unit consisting of 1,000 shares of Series A DARTS. The shares of Series A DARTS may be purchased or transferred only in whole Units and the shares of Series A DARTS included in the Units may not be separately purchased or transferred. The designations, preferences and relative, participating, optional or other special rights of the Series A DARTS and the qualifications, limitations and restrictions thereof are as follows:

1. Definitions. Unless the context or use indicates another or different meaning or intent, the following terms shall have the following meanings, whether used in the singular or plural:

(a) “60-day 'AA' Composite Commercial Paper Rate”, on any date, means (i) the interest equivalent of the 60-day rate on commercial paper placed on behalf of issuers whose corporate bonds are rated “AA” by Standard & Poor's Corporation (“S&P”), or the equivalent of such rating by S&P or another rating agency, as such 60-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the Business Day immediately preceding such date, or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate, then the arithmetic average of the interest equivalent of the 60-day rate on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by the Commercial Paper Dealers to the Trust Company for the close of business of the Business Day immediately preceding such date. If any Commercial Paper Dealer does not quote a rate required to determine the 60-day “AA” Composite Commercial Paper Rate, the 60‑day “AA” Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. If the Board of Directors of the Corporation shall make the adjustment referred to in the third sentence of paragraph 2(b)(i), than (i) if the Dividend Period Days shall be fewer than 70 days, such rate shall be the interest equivalent of the 60-day rate on such commercial paper; (ii) if the Dividend Period Days shall be 70 or more days but fewer than 85 days, such rate shall be the arithmetic average of the interest equivalent of the 60-day and 90-day rates on such commercial paper; and (iii) if the Dividend Period Days shall be 85 or more days but 98 or fewer days, such rate shall be the interest equivalent of the 90-day rate on such commercial paper. For purposes of this definition, the “interest equivalent” of a rate stated on a discount basis (a “discount rate”) for commercial paper of a given day's maturity shall be equal to the quotient of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction the numerator of which shall be the product of the discount rate times the number of days in which such commercial paper matures and the denominator of which shall be 360. If the rate obtained by the Trust Company is quoted on another basis, the Trust Company shall convert the quoted rate to its interest equivalent after consultation with the Corporation as to the method of such conversion.

(b) “Applicable Rate” means the rate per annum at which dividends are payable on the shares of Series A DARTS for any Dividend Period.

(d) “Auction Procedures” means the procedures for conducting Auctions set forth in paragraph 6 below.

(e) “Business Day” means a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday or other day on which banks in The City of New York are authorized by law to close.

(f) “Code” means the Internal Revenue Code of 1954, as amended.

(g) “Commercial Paper Dealers” means Salomon Brothers Inc and Goldman, Sachs & Co., or, in lieu of either thereof, their respective affiliates or successors.

(h) “Common Stock” means all shares now or hereafter issued of the class of common stock of the Corporation presently authorized and any other shares into which such shares may hereafter be changed from time to time.

(i) “Corporation” means Ryder System, Inc., a Florida corporation, or its successor.

(j) “DARTS” means (except as provided in paragraph 6(a)(x) below) the Preferred Stock, without par value, of the Corporation designated as its “Dutch Auction Rate Transferable Securities Preferred Stock”, as it may be issued in one or more series.

(k) “Date of Original Issue” means the date on which the Corporation originally issues shares of Series A DARTS.

(l) “Dividend Payment Date” has the meaning set forth in paragraph 2(b)(i) below.

(m) “Dividend Period” has the meaning set forth in paragraph 2(c)(i) below.

(n) “Dividend Period Days” has the meaning set forth in paragraph 2(b)(i) below.

(o) “Holder” means the holder of shares of the Corporation's Series A DARTS as the same appears on the Stock Books of the Corporation.

(p) “Initial Dividend Payment Date” has the meaning set forth in paragraph 2(b)(i) below.

(q) “Initial Dividend Rate” has the meaning set forth in paragraph 2(c)(i) below.

(r) “Initial Dividend Period” has the meaning set forth in paragraph 2(c)(i) below.

(s) “Minimum Holding Period” has the meaning set forth in paragraph 2(b)(i) below.

(t) “Normal Day” has the meaning set forth in paragraph 2(b)(i) below.

(u) “Notice of Redemption” has the meaning set forth in paragraph 4(c) below.

(v) “Parity Stockholders” shall have the meaning specified in paragraph 3(d) below.

(w) “Preferred Director” shall have the meaning specified in paragraph 5(c) below.

(x) “Preferred Stock” means the Preferred Stock, without par value, of the Corporation.

(y) “Series A DARTS” means the series of DARTS designated by the Corporation as its “Dutch Auction Rate Transferable Securities TM Preferred Stock, Series A”.

(z) “Stock Books” means the stock transfer books of the Corporation maintained by the Trust Company.

(aa) “Subsequent Dividend Period” has the meaning specified in paragraph 2(c)(i) below.

(bb) “Substitute Commercial Paper Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Commercial Paper Incorporated, or, in lieu of either thereof, their respective affiliates or successors.

(cc) “Trust Company” means Manufacturers Hanover Trust Company unless and until another bank or trust company shall have been so appointed by a resolution of the Board of Directors of the Corporation.

(dd) “Voting Parity Preferred Stock” shall have the meaning specified in paragraph 5(c) below.

2. Dividends. (a) The Holders shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or by a committee of the Board of Directors of the Corporation duly authorized by the Board of Directors of the Corporation to declare dividends on the Series A DARTS, out of funds legally available therefor, cumulative cash dividends at the Applicable Rate per annum, determined as set forth below, and no more, payable on the respective dates set forth below.

(b) (i) Dividends on shares of Series A DARTS, at the Applicable Rate per annum, shall accrue from the Date of Original Issue and shall be payable commencing on January 14, 1985, and on each succeeding seventh Tuesday after the Date of Original Issue (in each case, the “Normal Day”); provided, however, that if any of such Tuesday, the Monday preceding such Tuesday or the Wednesday following such Tuesday is not a Business Day, then (X) the Dividend Payment Date will be on the first Business Day after such Tuesday that is immediately followed by a Business Day and is preceded by a Business Day that is the preceding Monday or a day

after such Monday, or (Y) if the Securities Depository shall make available to its participants and members, in funds immediately available in The City of New York on Dividend Payment Dates, the amount due as dividends on such Dividend Payment Dates (and the Securities Depository shall have so advised the Trust Company), then the Dividend Payment Date will be on the first Business Day on or after such Tuesday that is preceded by a Business Day that is the preceding Monday or a day after such Monday (each date of payment of dividends being herein referred to as a “Dividend Payment Date” and the first Dividend Payment Date being herein referred to as the “Initial Dividend Payment Date”). Although any particular Dividend Payment Date may not occur on the originally scheduled Normal Day because of the above-mentioned provisos, the next succeeding Dividend Payment Date shall be, subject to such provisos, the seventh Tuesday following the originally designated Normal Day for the prior Dividend Period. Notwithstanding the foregoing, in the event of a change in law lengthening the minimum holding period (currently found in paragraph 246(c) of the Code) (the “Minimum Holding Period”) required for taxpayers to be entitled to the dividends-received deduction on preferred stock held by nonaffiliated corporations (currently found in paragraph 243(a) of the Code), the Board of Directors of the Corporation or a duly designated Committee thereof shall adjust the period of time between Dividend Payment Dates so as to adjust uniformly the number of days (such number of days without giving effect to the provisos in the first sentence of this paragraph 2(b)(i) being hereinafter referred to as “Dividend Period Days”) in Dividend Periods commencing after the date of such change in law to equal or exceed the then-current Minimum Holding Period; provided that the number of Dividend Period Days shall not exceed by more than nine days the length of such then-current Minimum Holding Period and shall be evenly divisible by seven, and the maximum number of Dividend Period Days in no event shall exceed 98 days. Upon any such change in the number of Dividend Period Days as a result of a change in law, the Corporation shall mail notice of such change by first-class mail, postage prepaid, to the Trust Company and to each Holder at such Holder's address as the same appears on the Stock Books of the Corporation.

(ii) Each dividend shall be paid to the Holder of shares of Series A DARTS as its name appears on the Stock Books of the Corporation at the opening of business on the Business Day next preceding the Dividend Payment Date thereof. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holder as its name appears on the Stock Books of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation.

(c) (i) The dividend rate (the “Initial Dividend Rate”) on shares of Series A DARTS during the period from and after the Date of Original Issue to the Initial Dividend Payment Date (the “Initial Dividend Period”) shall be 5-7/8% per annum. Commencing on the Initial Dividend Payment Date, the dividend rate on shares of the Series A DARTS for each subsequent dividend period (hereinafter referred to as a “Subsequent Dividend Period”, and the Initial Dividend Period or any Subsequent Dividend Period being hereinafter referred to as a “Dividend Period”), which Subsequent Dividend Period shall commence on the last day of the preceding Dividend Period and shall end on the next Dividend Payment Date, shall be equal to the rate per annum that results from implementation of the Auction Procedures.

(ii) The amount of dividends per share of the Series A DARTS payable for any Dividend Period or part thereof shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction the numerator of which shall be the number of days in such Dividend Period or part thereof (calculated by counting the first day thereof but excluding the last day thereof) such share was outstanding and the denominator of which shall be 360 and multiplying the rate so obtained by $100. The amount of dividends per Unit of the Series A DARTS payable for any Dividend Period or part thereof shall be computed by multiplying the amount of dividends per share of the Series A DARTS determined as aforesaid by 1,000.

(d) (i) Except as hereinafter provided, no dividends shall be declared or paid or set apart for payment on the shares of Series A DARTS for any period unless full cumulative dividends have been or contemporaneously are declared and paid on the shares of Series A DARTS through the most recent Dividend Payment Date. Holders of shares of Series A DARTS 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 shares of Series A DARTS. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A DARTS that may be in arrears.

(ii) So long as any shares of Series A DARTS are outstanding, the Corporation shall not declare, pay or set aside for payment any dividend (other than a dividend in Common Stock) or other distribution in respect of, or call for redemption or redeem, and neither the Corporation nor any subsidiary shall purchase or otherwise acquire for consideration, any shares of its Common Stock or any other class or series of stock of the Corporation ranking junior to or on a parity with the shares of Series A DARTS as to the payment of dividends or upon dissolution, liquidation or winding-up of the Corporation, unless full cumulative dividends on all shares of Series A DARTS for all past Dividend Periods through the most recent Dividend Payment Date shall have been declared and paid (or declared and a sum sufficient for the payment of the dividends set apart for payment).

(iii) In case the dividends on shares of Series A DARTS are not paid in full, the Series A DARTS and any other class or series of stock ranking on a parity with Series A DARTS as to the payment of dividends shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and, in any distribution of assets other than by way of dividends, in accordance with the sums which would be payable in such distribution if all sums payable were paid in full.

(iv) Any dividend payment made on shares of Series A DARTS shall first be credited against the earliest accrued but unpaid dividend due with respect to shares of Series A DARTS.

(v) The Corporation may not purchase or otherwise acquire any shares of Series A DARTS during any period when dividend payments on the shares of Series A DARTS are in arrears.

3. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of the shares of Series A DARTS then outstanding shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors but before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the shares of Series A DARTS upon liquidation, the amount of $100 per share ($100,000 per Unit). In addition, upon any such dissolution, liquidation or winding up, the Holders of the shares of Series A DARTS then outstanding shall be entitled to receive all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of final distribution before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the shares of Series A DARTS upon liquidation.

(b) Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this paragraph 3.

(c) After the payment to the Holders of the full amounts provided for in this paragraph 3, Holders in their capacity as Holders of shares of Series A DARTS shall have no right or claim to any of the remaining assets of the Corporation

(d) If the assets of the Corporation available for distribution to the Holders of the Series A DARTS upon dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which the Holders are entitled pursuant to clause (a) of this paragraph 3, and to which holders of any other stock of the Corporation ranking on a parity with the Series A DARTS as to assets on dissolution, liquidation or winding-up (collectively, the “Parity Stockholders”) are entitled pursuant to the Restated Articles of Incorporation, as it may be amended from time to time, then such assets shall be distributed among the Holders of the Series A DARTS and the Parity Stockholders ratably in proportion to the full amounts otherwise due such Holders and Parity Stockholders.

4. Redemption. Shares of Series A DARTS shall be redeemable by the Corporation as provided below:

(a)    (i)     At its option, the Board of Directors of the Corporation or a duly designated Committee thereof may, out of funds legally available therefor, upon at least 30 days' but not more than 45 days' Notice of Redemption pursuant to clause (c) of this paragraph 4, redeem the shares of Series A DARTS as a whole or from time to time in part on any Dividend Payment Date at a redemption price equal to
        (A)    $101.50 ($101,500 per Unit) per share if redeemed on or before the     first anniversary of the Date of Original Issue;
        (B)    $101.00 ($101,000 per Unit) per share if redeemed on or before the     second anniversary of the Date of the Original Issue;
        (C)    $100.50 ($100,500 per Unit) per share if redeemed on or before the

third anniversary of the Date of Original Issue; or
(D) $100.00 ($100,000 per Unit) per share if redeemed thereafter; plus, in each case, an amount equal to accrued and unpaid dividends on such shares (whether or not earned or declared) to the redemption date.

(ii) The shares of Series A DARTS may also be redeemed, at the option of the Board of Directors of the Corporation or a duly designated Committee thereof, as a whole but not in part, on any Dividend Payment Date, upon at least 30 days' but not more than 45 days' Notice of Redemption pursuant to clause (c) of this paragraph 4, at a redemption price of $100.00 per share, plus an amount equal to accrued and unpaid dividends (whether or not earned or declared) on such shares to the redemption date, if the Applicable Rate fixed for the Dividend Period ending on such Dividend Payment Date shall equal or exceed the 60-day “AA” Composite Commercial Paper Rate on the date of determination of such Applicable Rate.

(b) Notwithstanding any other provision of this paragraph 4, shares of Series A DARTS may not be redeemed, other than as a whole, unless all accrued and unpaid dividends on all outstanding shares of Series A DARTS shall have been paid or contemporaneously set apart for payment. In the event that less than all the outstanding shares of Series A DARTS are to be redeemed, the shares to be redeemed shall be selected by lot or such other method as the Corporation shall deem fair and equitable.

(c) Whenever shares of Series A DARTS are to be redeemed, the Corporation shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of record of shares of Series A DARTS to be redeemed and to the Trust Company. A Notice of Redemption shall be addressed to the Holder at that address of the Holder appearing on the Stock Books of the Corporation maintained by the Trust Company. The Notice of Redemption shall include a statement of (i) the redemption date, (ii) the redemption price, (iii) the number of shares of Series A DARTS to be redeemed, (iv) the place or places where shares of Series A DARTS are to be surrendered for payment of the redemption price, (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date, and (vi) the provision under which redemption is made. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by law

If Notice of Redemption shall have been given as aforesaid and the Corporation shall have deposited a sum sufficient to redeem the shares of Series A DARTS as to which Notice of Redemption has been given with the Trust Company, with irrevocable instructions and authority to pay the redemption price to the Holders thereof, or if no such deposit is made, then upon such date fixed for redemption (unless the Corporation shall default in making payment of the redemption price), all rights of the Holders thereof as stockholders of the Corporation by reason of the ownership of such shares (except their right to receive the redemption price thereof, but without interest), shall terminate, and such shares shall no longer be deemed outstanding. The Corporation shall be entitled to receive, from time to time, from the Trust Company the interest, if any, on such monies

deposited with it and the Holders of any shares so redeemed shall have no claim to any such interest. In case the Holder of any shares so called for redemption shall not claim the redemption price for his shares within one year after the date of redemption, the Trust Company shall, upon demand, pay over to the Corporation such amount remaining on deposit and the Trust Company shall thereupon be relieved of all responsibility to the Holder of such shares and such Holder of the shares of DARTS so called for redemption shall look only to the Corporation for the payment thereof.

(d) Except in an Auction and except as set forth above with respect to redemptions, nothing contained in this Statement shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of Series A DARTS in privately negotiated transactions or in the over-the-counter market or otherwise; provided that the Corporation is current in the payment of dividends on the Series A DARTS.

(e) Except as otherwise provided by law, shares of the Series A DARTS that have been redeemed, purchased or otherwise acquired by the Corporation shall be held in the treasury or retired, as determined by the Board of Directors of the Corporation, provided that such shares shall not be reissuable as DARTS of any existing series.

(f) Notwithstanding any other provisions of this paragraph 4, share of Series A DARTS shall be redeemable only in whole Units.

5. Voting Rights. (a) Holders of the Series A DARTS shall have no voting rights, either general or special, except as expressly required by applicable law, the Restated Articles of Incorporation and as specified in this paragraph 5.

(b) For purposes of any right of the Holders of Series A DARTS to vote on any matter, whether such right is created by this Statement of Resolution, the Restated Articles of Incorporation, by statute or otherwise, no Holder of any share of Series A DARTS shall be entitled to vote and no share of Series A DARTS shall be deemed to be “outstanding” for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or share deemed outstanding for quorum purposes, as the case may be, the requisite funds for the redemption of such shares shall have been deposited in trust with the Trust Company for that purpose and the requisite Notice of Redemption thereof shall have been given as provided for in paragraph 4 above.

(c) If at the time of any annual meeting of stockholders for the election of directors a default in preference dividends shall exist on the DARTS of any series or any series of Preferred Stock of the Corporation ranking on a parity with the DARTS as to dividends and upon liquidation and which is granted in the Restated Articles of Incorporation the right to vote together with the DARTS of all series as a single class on the election of directors (the DARTS and the other Preferred Stock of all such series, the “Voting Parity Preferred Stock”), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Voting Parity Preferred Stock of all series shall have the right at such meeting, voting together as a single class without regard to series, to the

exclusion of the holders of the Common Stock and any other class of capital stock that is not Voting Parity Preferred Stock, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Voting Parity Preferred Stock of any series, at which time such right shall terminate, subject to revesting in the event of each and every subsequent default of the character above mentioned, and the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. Upon any such termination of the right of the holders of shares of Voting Parity Preferred Stock as a class to vote for directors as herein provided, the term of office of each director then in office elected by such holders voting as a class (herein called a “Preferred Director”) shall terminate immediately. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding share of Voting Parity Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Voting Parity Preferred Stock, called for such purpose. So long as a default in any preference dividends on the Voting Parity Preferred Stock of any series shall exist (A) any vacancy in the office of Preferred Director may be filled (except as provided in the following clause (B)) by a person appointed by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by a person elected by the vote of the holders of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever a default in preference dividends shall no longer exist, the term of office of the Preferred Directors shall terminate immediately and the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a “default in preference dividends” on the Voting Parity Preferred Stock of any series shall be deemed to have occurred whenever the amount of unpaid accrued dividends upon any series of Voting Parity Preferred Stock shall be equivalent to six quarterly dividends (which, with respect to any series of the DARTS or similar Voting Parity Preferred Stock, shall be deemed to be dividends in respect of a number of Dividend Periods containing not less than 540 days) or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Voting Parity Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding Dividend Period.

(d) The consent of the holders of two-thirds of the outstanding Series A DARTS, given in person or by proxy either in writing or at a meeting or meetings at which the holders of such series of DARTS shall vote separately as a class, shall be necessary for the authorization, creation or issuance of any shares of any series of Preferred Stock ranking prior to the Series A DARTS either as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or the reclassification of any authorized stock of the Corporation into any such prior shares, or the creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any such prior shares.

(e) At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for the election or removal of directors as a single class, the holder of each share of Preferred Stock shall be entitled to one vote for every one dollar ($1.00) of the stated liquidation preference of such share, and the holders of a majority of the aggregate outstanding voting power of the Preferred Stock of all series shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by the Preferred Stock of its designated directors. In order to validate an election or removal of directors by the holders of the Preferred Stock voting as a class, such directors shall be elected or removed by the vote of at least a plurality of the votes cast by the holders of the Preferred Stock present or represented at such meeting. At any such meeting, the election or removal of directors by the holders of the Preferred Stock voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect directors, the directors so elected shall be deemed to be the directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their directors.

(f) At all meetings of stockholders at which holders of Series A DARTS shall be entitled to vote (other than with respect to a vote for directors pursuant to paragraph (e) above), either as a series or together with holders of Preferred Stock of other series as a class, the holder of each share of Series A DARTS and of such other series of Preferred Stock, if applicable, shall be entitled to one vote for every one dollar ($1.00) of the stated liquidation preference of such share.

6. Auction Procedures. (a) Certain Definitions. Capitalized terms not defined in this paragraph 6 shall have the respective meanings specified in paragraphs 1 through 5 above. As used in this paragraph 6, the following terms shall have the following meanings, unless the context otherwise requires:

(i) “Affiliate” shall mean any Person known to the Trust Company to be controlled by, in control of, or under common control with the Corporation; provided, that for purposes of this clause (i), “control” shall not be deemed to exist solely by reason of the direct or indirect ownership of less than 10% of the Common Stock or other voting power of the Corporation.

(ii) “Agent Member” shall mean the member of the Securities Depository that will act on behalf of a Bidder and is identified as such in such Bidder's Purchaser's Letter.

(iii) “Auction” shall mean the periodic operation of the procedures set forth in this paragraph 6.

(iv) “Auction Date” shall mean the Business day next preceding a Dividend Payment Date.

(v) “Available DARTS” shall have the meaning specified in paragraph 6(d)(i) below.

(vi) “Bid” shall have the meaning specified in paragraph 6(b)(i) below.

(vii) “Bidder” shall have the meaning specified in paragraph 6(b)(i) below.

(viii) “Broker-Dealer” shall mean any broker-dealer, or other entity permitted by law to perform the functions required of a Broker-Dealer in this paragraph 6, that has been selected by the Corporation and has entered into a Broker-Dealer Agreement with the Trust Company that remains effective.

(ix) “Broker-Dealer Agreement” shall mean an agreement between the Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the procedures specified in this paragraph 6.

(x) “DARTS” shall mean the Series A DARTS of the Corporation.

(xi) “Existing Holder”, when used with respect to shares of DARTS, shall mean a Person who has signed a Purchaser's Letter and is listed as the beneficial owner of such shares of DARTS in the records of the Trust Company.

(xii) “Hold Order” shall have the meaning specified in paragraph 6(b)(i) below.

(xiii) “Maximum Applicable Rate,” on any Auction Date, shall mean 110% of the 60‑day “AA” Composite Commercial Paper Rate on the Auction Date; provided, however, that if with respect to any Auction the Applicable Rate set at the prior Auction equaled or exceeded 110% of the 60-day “AA” Composite Commercial Paper Rate at such prior Auction, then the Maximum Applicable Rate at such Auction shall be the percentage of the 60-day “AA” Composite Commercial Paper Rate on such Auction Date, determined as set forth below based on the prevailing rating of shares of DARTS in effect at the close of business on such Auction Date:

Prevailing Rating Percentage

AA/aa or Above                             110%
     A/a                                     120%
     BBB/baa                                 130%
     Below BBB/baa                             150%

For purposes of this definition, the “prevailing rating” of shares of DARTS shall be (i) AA/aa or Above, if shares of DARTS have a rating of AA- or better by Standard & Poor's Corporation or its successor (“S&P”) or aa3 or better by Moody's Investors Service, Inc., or its successor (“Moody's”), or the equivalent of either or both of such ratings by such agencies or a substitute rating agency or substitute rating agencies selected as provided below, (ii) if not AA/aa or Above, then A/a if the shares of DARTS have a rating of A- or better and lower than AA- by S&P or a3 or better and lower than aa3 by Moody's or the equivalent of either or both of such ratings by such agencies or a substitute rating agency or substitute rating agencies selected as provided below, (iii) if not AA/aa or Above or A/a, then BBB/baa, if the shares of DARTS have a

rating of BBB- or better and lower than A- by S&P or baa or better and lower than a3 by Moody's or the equivalent of either or both of such ratings by such agencies or a substitute rating agency or substitute rating agencies selected as provided below, and (iv) if not AA/aa or Above, A/a or BBB/baa, then Below BBB/baa. The Company shall take all reasonable action necessary to enable S&P and Moody's to provide a rating for DARTS. If either S&P or Moody's shall not make such a rating available, Salomon Brothers Inc or its successor shall select a nationally recognized securities rating agency or two nationally recognized securities rating agencies to act as a substitute rating agency or substitute rating agencies, as the case may be.

(xiv) “Minimum Applicable Rate”, on any Auction Date, shall mean 58% of the 60-day “AA” Composite Commercial Paper Rate in effect on the date of such Auction.

(xv) “Order” shall have the meaning specified in paragraph 6(b)(i) below.

(xvi) “Outstanding” shall mean, as of any date, shares of DARTS theretofore issued by the Corporation except, without duplication, (A) any shares of DARTS theretofore canceled or delivered to the Trust Company for cancelation, or redeemed by the Corporation or as to which a notice of redemption shall have been given by the Corporation, (B) any shares of DARTS as to which the Corporation or any Affiliate thereof shall be an Existing Holder and (C) any shares of DARTS represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation.

(xvii) “Person” shall mean and include an individual, a partnership, a corporation, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.

(xviii) “Potential Holder” shall mean any Person, including any Existing Holder, (A) who shall have executed a Purchaser's Letter and (B) who may be interested in acquiring shares of DARTS (or, in the case of an Existing Holder, additional shares of DARTS).

(xix) “Purchaser's Letter” shall mean a letter addressed to the Corporation, the Trust Company and a Broker-Dealer in which a Person agrees, among other things, to offer to purchase, purchase, offer to sell and/or sell shares of DARTS as set forth in this paragraph 6.

(xx) “Securities Depository” shall mean The Depository Trust Company and its successors and assigns or any other securities depository selected by the Corporation which agrees to follow the procedures required to be followed by such securities depository in connection with shares of DARTS.

(xxi) “Sell Order” shall have the meaning specified in paragraph 6(b)(i) below.

(xxii) “Submission Deadline” shall mean 12:30 P.M., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are

required to submit Orders to the Trust Company as specified by the Trust Company from time to time.

(xxiii) “Submitted Bid” shall have the meaning specified in paragraph 6(d)(i) below.

(xxiv) “Submitted Hold Order” shall have the meaning specified in paragraph 6(d)(i) below.

(xxv) “Submitted Order” shall have the meaning specified in paragraph 6(d)(i) below.

(xxvi) “Submitted Sell Order” shall have the meaning specified in paragraph 6(d)(i) below.

(xxvii) “Sufficient Clearing Bids” shall have the meaning specified in paragraph 6(d)(i) below.

(xxviii) “Winning Bid Rate” shall have the meaning specified in paragraph 6(d)(i) below.

(b) Orders by Existing Holders and Potential Holders. (i) On or prior to each Auction Date:

(A) each Existing Holder may submit to a Broker-Dealer information as to:

(1) the number of Outstanding shares, if any, of DARTS held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Applicable Rate for the next succeeding Dividend Period;

(2) the number of Outstanding shares, if any, of DARTS which such Existing Holder desires to continue to hold, provided that the Applicable Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Existing Holder; and/or

(3) the number of Outstanding shares, if any, of DARTS held by such Existing Holder which such Existing Holder offers to sell without regard to the Applicable Rate for the next succeeding Dividend Period; and

(B) each Broker-Dealer, using a list of Potential Holders that shall be maintained in good faith for the purpose of conducting a competitive Auction shall contact Potential Holders, including Persons that are not Existing Holders, on such list to determine the number of Outstanding shares, if any, of DARTS which each such Potential Holder offers to purchase, provided, that the Applicable

Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Potential Holder.

For the purposes hereof, the communication to a Broker-Dealer of information referred to in clauses (A) and (B) of this paragraph 6(b)(i) is hereinafter referred to as an “Order” and each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a “Bidder”; an Order containing the information referred to in clause (A)(1) of this paragraph 6(b)(i) is hereinafter referred to as a “Hold Order”; an Order containing the information referred to in clause (A)(2) or (B) of this paragraph 6(b)(i) is hereinafter referred to as a “Bid”; and an Order containing the information referred to in clause (A)(3) of this paragraph 6(b)(i) is hereinafter referred to as a “Sell Order.”

(ii) (A) A Bid by an Existing Holder shall constitute an irrevocable offer to sell:

(1) the number of Outstanding shares of DARTS specified in such Bid if the Applicable Rate determined on such Auction Date shall be less than the rate specified therein; or

(2) such number or a lesser number of Outstanding shares of DARTS determined as set forth in paragraph 6(e)(i)(D) if the Applicable Rate determined on such Auction Date shall be equal to such specified rate; or

(3) a lesser number of Outstanding shares of DARTS to be determined as set forth in paragraph 6(e)(ii)(C) if such specified rate shall be higher than the Maximum Applicable Rate and Sufficient Clearing Bids do not exist.

(B) A Sell Order by an Existing Holder shall constitute an irrevocable offer to sell:

(1) the number of Outstanding shares of DARTS specified in such Sell Order; or

(2) such number or a lesser number of Outstanding shares of DARTS as set forth in paragraph 6(e)(ii)(C) if Sufficient Clearing Bids do not exist.

(1) the number of Outstanding shares of DARTS specified in such Bid if the Applicable Rate determined on such Auction Date shall be higher than the rate specified therein; or

(2) such number or a lesser number of Outstanding shares of DARTS as set forth in paragraph 6(e)(i)(E) if the Applicable Rate determined on such Auction Date shall be equal to such specified rate.

(c) Submission of Orders by Broker-Dealers to Trust Company. (i) Each Broker-Dealer shall submit in writing to the Trust Company prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and specifying with respect to each Order;

(A) the name of the Bidder placing such Order;

(B) the aggregate number of Outstanding shares of DARTS that are the subject of such Order;

(1) the number of Outstanding shares, if any, of DARTS subject to any Hold Order placed by such Existing Holder;

(2) the number of Outstanding shares, if any, of DARTS subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and

(3) the number of Outstanding shares, if any, of DARTS subject to any Sell Order placed by such Existing Holder;

(D) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid.

(ii) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Trust Company shall round such rate up to the next highest one-thousandth (.001) of 1%.

(iii) If an Order or Orders covering all of the Outstanding shares of DARTS held by an Existing Holder is not submitted to the Trust Company prior to the Submission Deadline, the Trust Company shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of DARTS held by such Existing Holder and not subject to Orders submitted to the Trust Company.

(iv) If one or more Orders covering in the aggregate more than the number of Outstanding shares of DARTS held by an Existing Holder are submitted to the Trust Company, such Orders shall be considered valid as follows and in the following order of priority:

is submitted on behalf of such Existing Holder and the number of shares of DARTS subject to such Hold Orders exceeds the number of Outstanding shares of DARTS held by such Existing Holder, the number of shares of DARTS subject to such Hold Orders shall be reduced pro rata so that such Hold Orders shall cover the number of Outstanding shares of DARTS held by such Existing Holder;

(B) (1) any Bid shall be considered valid up to and including the excess of the number of Outstanding shares of DARTS held by such Existing Holder over the number of shares of DARTS subject to Hold Orders referred to in paragraph 6(c)(iv)(A);

(2) subject to clause (1) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the number of Outstanding shares of DARTS subject to such Bids is greater than such excess, the number of Outstanding shares of DARTS subject to such Bids shall be reduced pro rata so that such Bids shall cover the number of Outstanding shares of DARTS equal to such excess, and

(3) subject to clause (1) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates and in any such event the number, if any, of such Outstanding shares subject to Bids not valid under this clause (B) shall be treated as the subject of a Bid by a Potential Holder; and

(C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of DARTS held by such Existing Holder over the number of Outstanding shares of DARTS subject to Hold Orders referred to in paragraph 6(c)(iv)(A) and Bids referred to in paragraph 6(c)(iv)(B).

(v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate and shares of DARTS therein specified.

(vi) If any rate specified in any Bid is lower than the Minimum Applicable Rate for the Dividend Period with respect to which such Bid relates, such Bid shall be deemed to be a Bid specifying a rate equal to such Minimum Applicable Rate.

(vii) Orders by Existing Holders and Potential Holders must specify numbers of shares of DARTS in whole Units. Any Order that specifies a number of shares of DARTS other than in whole Units will be invalid and will not be considered a Submitted Order for purposes of an Auction.

deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order,” a “Submitted Bid” or a “Submitted Sell Order”, as the case may be, or as a “Submitted Order”) and shall determine:

(A) the excess of the total number of Outstanding shares of DARTS over the number of Outstanding shares of DARTS that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the “Available DARTS”);

(B) from the Submitted Orders whether;

(1) the number of Outstanding shares of DARTS that are the subject of Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Applicable Rate, exceeds or is equal to the sum of:

(2) (a) the number of Outstanding shares of DARTS that are the subject of Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Applicable Rate, and

(b) the number of Outstanding shares of DARTS that are subject to Submitted Sell Orders

(if such excess or such equality exists (other than because the number of Outstanding shares of DARTS in clauses (a) and (b) above are each zero because all the Outstanding shares of DARTS are the subject of Submitted Holder Orders), such Submitted Bids in clause (1) above being hereinafter referred to collectively as “Sufficient Clearing Bids”); and

(C) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the “Winning Bid Rate”), which if:

(1) each Submitted Bid from Existing Holders specifying the Winning Bid Rate and all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the shares of DARTS that are the subject of such Submitted Bids, and

(2) each Submitted Bid from Potential Holders specifying the Winning Bid Rate and all other Submitted Bids from Potential Holders specifying lower rates were accepted, thus entitling the Potential Holders to purchase the shares of DARTS that are the subject of such Submitted Bids;

would result in the number of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate being at least equal to the Available DARTS.

(ii) Promptly after the Trust Company has made the determinations pursuant to paragraph 6(d)(i), the Trust Company shall advise the Corporation of the Maximum Applicable Rate and the Minimum Applicable Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows:

(A) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate so determined;

(B) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Shares of DARTS are the subject of Submitted Hold Orders), that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Maximum Applicable Rate; or

(C) if all of the Outstanding shares of DARTS are the subject of Submitted Hold Orders, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Minimum Applicable Rate.

(e) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based on the determinations made pursuant to paragraph 6(d)(i), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Trust Company shall take such other action as set forth below:

(i) If Sufficient Clearing Bids have been made, subject to the provisions of paragraph 6(e)(ii) and 6(e)(iv), Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected:

(A) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of DARTS that are the subject of such Submitted Bid;

(B) the Submitted Bid of each of the Existing Holders specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of DARTS that are the subject of such Submitted Bid;

(C) the Submitted Bid of each of the Potential Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted;

DARTS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of DARTS (“remaining shares”) equal to the excess of the Available DARTS over the number of Outstanding shares of DARTS subject to Submitted Bids described in paragraphs 6(e)(i)(B) and 6(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of DARTS, but only in an amount equal to the difference between (1) the number of Outstanding shares of DARTS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of DARTS obtained by multiplying (x) the number of remaining shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of DARTS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of DARTS subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and

(E) the Submitted Bid of each of the Potential Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of DARTS obtained by multiplying (x) the difference between the Available DARTS and the number of Outstanding shares of DARTS subject to Submitted Bids described in paragraphs 6(e)(i)(B), 6(e)(i)(C) and 6(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of DARTS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of DARTS subject to such Submitted Bids made by all such Potential Holders that specified rates equal to the Winning Bid Rate.

(ii) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of DARTS are subject to Submitted Hold Orders), subject to the provisions of paragraphs 6(e)(iii) and 6(e)(iv), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected:

(A) the Submitted Bid of each Existing Holder specifying any rate that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling such Existing Holder to continue to hold the Outstanding shares of DARTS that are the subject of such Submitted Bid;

(B) the Submitted Bid of each Potential Holder specifying any rate that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of DARTS that are the subject of such Submitted Bid; and

shares of DARTS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the number of shares of DARTS obtained by multiplying (x) the difference between the Available DARTS and the aggregate number of Outstanding shares of DARTS subject to Submitted Bids described in paragraphs 6(e)(ii)(A) and 6(e)(ii)(B) by (y) a fraction the numerator of which shall be the number of Outstanding shares of DARTS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of DARTS subject to all such Submitted Bids and Submitted Sell Orders.

(iii) If, as a result of the procedures described in paragraph 6(e)(i) or 6(e)(ii), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a Unit of DARTS on any Auction Date, the Trust Company shall, in such manner as, in its sole discretion, it shall determine, round up or down the number of Units of DARTS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that the number of Outstanding Units purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be whole Units of DARTS.

(iv) If, as a result of the procedures described in paragraph 6(e)(i), any Potential Holder would be entitled or required to purchase less than a whole Unit of DARTS on any Auction Date, the Trust Company shall, in such manner as, in its sole discretion, it shall determine, allocate Units for purchase among Potential Holders so that only whole Units of DARTS are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing shares of DARTS on such Auction Date.

(v) Based on the results of each Auction, the Trust Company shall determine the aggregate number of Outstanding shares of DARTS to be purchased and the aggregate number of Outstanding shares of DARTS to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders, and, with respect to each Broker-Dealer, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Outstanding shares of Darts.

(f) Miscellaneous. The Board of Directors or any duly designated committee thereof may interpret the provisions of this paragraph 6 to resolve any inconsistency or ambiguity, remedy any formal defect or make any other change or modification which does not adversely affect the rights of Existing Holders of DARTS. An Existing Holder (A) may sell, transfer or otherwise dispose of shares of DARTS only pursuant to a Bid or Sell Order in accordance with the procedures described in this paragraph 6 or to or through a Broker-Dealer or to a Person that has delivered a signed copy of a Purchaser's Letter to the Trust Company, provided that in the

case of all transfers other than pursuant to Auctions such Existing Holder, its Broker-Dealer or its Agent Member advises the Trust Company of such transfer and (B) shall have the ownership of the shares of DARTS held by it maintained in book entry form by the Securities Depository in the account of its Agent Member, which in turn will maintain records of such Existing Holder's beneficial ownership. Neither the Corporation nor any Affiliate shall submit an Order in an Auction. All of the Outstanding DARTS shall be represented by a certificate registered in the name of the nominee of the Securities Depository.

(g) Headings of Subdivisions. The headings of the various subdivisions of this paragraph 6 are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof

IN WITNESS WHEREOF, the Corporation has caused this Statement to be executed in its name by the undersigned, thereunto duly authorized, this 26th day of November, 1985.

[SEAL] RYDER SYSTEM, INC.,

By: /s/ M. Anthony Burns
President

/s/ James M. Herron
Secretary

STATE OF FLORIDA,    ) ss:
                    )
    COUNTY OF DADE,        ) ss:

On this day personally appeared before me M. Anthony Burns, President, and James M. Herron, Secretary, of RYDER SYSTEM, INC., a Florida corporation, and acknowledged that they executed the above and foregoing Statement of Resolution Establishing Dutch Auction Rate Transferable Securities Preferred Stock, Series A as officers for and on behalf of said corporation after having been duly authorized so to do.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at the county and state aforesaid, this 21st day of November, 1985.

/s/ Susana M. Hernandez
NOTARY PUBLIC
State of Florida at Large

My Commission Expires:

STATEMENT OF RESOLUTION ESTABLISHING
DUTCH AUCTION RATE TRANSFERABLE SECURITIES TM
PREFERRED STOCK, SERIES B
OF
RYDER SYSTEM, INC.

Pursuant to the provisions of Section 607.047 of the Florida General Corporation Act, the undersigned corporation submits the following statement for the purpose of establishing and designating a special series of its Dutch Auction Rate Transferable Securities Preferred Stock, Series B, and fixing and determining the relative rights and preferences thereof:

1. The name of the corporation is Ryder System, Inc. (the “Corporation”).

2. The following resolutions, establishing and designating a special series of Dutch Auction Rate Transferable Securities Preferred Stock, Series B, and fixing and determining the relative rights and preferences thereof, were duly adopted by the Securities Committee of the Board of Directors of the Corporation on November 18, 1985, pursuant to authority duly granted by the Board of Directors of the Corporation on November 8, 1985:

RESOLVED, that there be and hereby is established a series of Preferred Stock of the Corporation, without par value, designated as “Dutch Auction Rate Transferable Securities TM Preferred Stock, Series B” (hereinafter referred to as the “Series B DARTS”), consisting of 500,000 shares (500 Units) of Series B DARTS TM, which the Corporation has authority to issue. All the shares of Series B DARTS shall be identical, and each share of Series B DARTS shall be equal in all respects to every other such share.

FURTHER RESOLVED, that the designations, preferences and relative, participating, optional or other special rights of the Series B DARTS and the qualifications, limitations and restrictions thereof are as follows:

500,000 shares (500 Units) of the Preferred Stock, without par value, of the Corporation shall constitute a series of Preferred Stock designated as “Dutch Auction Rate Transferable Securities Preferred Stock, Series B”, hereinafter referred to as the “Series B DARTS”. All shares of Series B DARTS shall be identical with each other in all respects. The share of the Series B DARTS shall be issued in units (the “Units”), with each Unit consisting of 1,000 shares of Series B DARTS. The shares of Series B DARTS may be purchased or transferred only in whole Units and the shares of Series B DARTS included in the Units may not be separately purchased or transferred. The designations, preferences and relative, participating, optional or other special rights of the Series B DARTS and the qualifications, limitations and restrictions thereof are as follows:

1 Definitions. Unless the context or use indicates another or different meaning or intent, the following terms shall have the following meanings, whether used in the singular or plural:

(a) “60-day 'AA' Composite Commercial Paper Rate”, on any date, means (i) the interest equivalent of the 60-day rate on commercial paper placed on behalf of issuers whose corporate bonds are rated “AA” by Standard & Poor's Corporation (“S&P”), or the equivalent of such rating by S&P or another rating agency, as such 60-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the Business Day immediately preceding such date, or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate, then the arithmetic average of the interest equivalent of the 60-day rate on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by the Commercial Paper Dealers to the Trust Company for the close of business of the Business Day immediately preceding such date. If any Commercial Paper Dealer does not quote a rate required to determine the 60-day “AA” Composite Commercial Paper Rate, the 60-day “AA” Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. If the Board of Directors of the Corporation shall make the adjustment referred to in the third sentence of paragraph 2(b)(i), than (i) if the Dividend Period Days shall be fewer than 70 days, such rate shall be the interest equivalent of the 60-day rate on such commercial paper; (ii) if the Dividend Period Days shall be 70 or more days but fewer than 65 days, such rate shall be the arithmetic average of the interest equivalent of the 60-day and 90-day rates on such commercial paper; and (iii) if the Dividend Period Days shall be 85 or more days but 98 or fewer days, such rate shall be the interest equivalent of the 90-day rate on such commercial paper. For purposes of this definition, the “interest equivalent” of a rate stated on a discount basis (a “discount rate”) for commercial paper of a given day's maturity shall be equal to the quotient of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction the numerator of which shall be the product of the discount rate times the number of days in which such commercial paper matures and the denominator of which shall be 360. If the rate obtained by the Trust Company is quoted on another basis, the Trust Company shall convert the quoted rate to its interest equivalent after consultation with the Corporation as to the method of such conversion.

(b) “Applicable Rate” means the rate per annum at which dividends are payable on the shares of Series B DARTS for any Dividend Period.

(d) “Auction Procedures” means the procedures for conducting Auctions set forth in paragraph 6 below.

(f) “Code” means the Internal Revenue Code of 1954, as amended.

(g) “Commercial Paper Dealers” means Salomon Brothers Inc. and Goldman, Sachs & Co., or, in lieu of either thereof, their respective affiliates or successors.

(i) “Corporation” means Ryder System, Inc., a Florida corporation, or its successor.

(k) “Date of Original Issue” means the date on which the Corporation originally issues shares of Series B DARTS.

(l) “Dividend Payment Date” has the meaning set forth in paragraph 2(b)(i) below.

(m) “Dividend Period” has the meaning set forth in paragraph 2(c)(i) below.

(n) “Dividend Period Days” has the meaning set forth in paragraph 2(b)(i) below.

(o) “Holder” means the holder of shares of the Corporation's Series B DARTS as the same appears on the Stock Books of the Corporation.