8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 2, 2003

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-11690	34-1723097
(State or other Jurisdiction or incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3300 Enterprise Parkway, Beachwood, Ohio 44122

Registrant’s telephone number, including area code (216) 755-5500

N/A

(Former name of former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets

JDN Merger

In October 2002, Developers Diversified Realty Corporation (The Company) and JDN Realty Corporation (“JDN” or “The Merger”) entered into a definitive merger agreement pursuant to which JDN shareholders would receive 0.518 shares of DDR in exchange for each share of JDN stock. The transaction valued JDN at approximately $1.1 billion, which included approximately $591 million of assumed debt at the carrying amount and $50 million of preferred stock. This transaction was approved by the Company’s shareholders on January 29, 2003 and by the JDN shareholders on March 13, 2003. The Merger closed immediately after the JDN shareholder approval. In connection with the acquisition, DDR issued approximately 18 million common shares and 2 million Cumulative Voting Preferred Shares. The terms of the Cumulative Voting Preferred Shares are included in the Company’s Third Amendment to the Amended and Restated Articles of Incorporation attached hereto as Exhibit 3.3.

DDR has entered into an unsecured bridge financing facility in the amount of $300 million, with an interest rate of 1.0% plus LIBOR and an initial one year term, which the Company has the option to extend for up to an additional year. This facility was used to repay JDN’s secured term loan and revolving credit facility and will be used to repay JDN’s $75 million MOPPRS financing which matures at the end of March 2003. This financing significantly unencumbered JDN’s operating shopping center portfolio.

It is DDR’s intention to utilize this transaction, in part, to strengthen its balance sheet through the sale of assets. Since the announcement of The Merger, JDN has sold eight assets for approximately $83 million and has five additional assets under contract or letter of intent, which is expected to generate approximately $25 million of additional proceeds. DDR continues to pursue the sale of additional non-core assets and land.

Following the merger, DDR owns or manages over 400 retail operating and development properties in 44 states comprising nearly 86 million square feet, which includes approximately 25 million square feet of total GLA attributable to JDN. In addition, as part of the merger, DDR has acquired 19 properties comprising approximately 6.3 million square feet of total GLA currently under development by JDN as well as a development pipeline of nine properties representing 1.9 million square feet of total GLA with a total estimated cost of $120 million. As a result of the merger, DDR had a total market capitalization of over $5.0 billion (including its pro rata portion of unconsolidated joint venture debt).

In connection with the merger, Mr. Craig Macnab, the former Chief Executive Officer of JDN, was appointed to the DDR Board of Directors, effective upon the closing of the merger.

A copy of the press release jointly issued by DDR and JDN announcing the effectiveness of the merger is attached hereto as Exhibit 99.

Item 5. Other Events

During the period January 1, 2002 through December 31, 2002, the Company completed the acquisition of eleven shopping centers through several transactions. Combined, these shopping centers have approximately 2.7 million square feet of Company-owned gross leasable area. The Company’s aggregate purchase price was approximately $268.5 million. These acquisitions were previously reported on a Current Report on Form 8-K dated February 11, 2002 and filed on October 30, 2002 and on a Current Report on Form 8-K dated November 15, 2002 and filed on December 2, 2002.

In January 2003, the Company acquired a 67% interest in Paradise Village Gateway, a 296,000 square foot shopping center in Phoenix, Arizona, for an aggregate purchase price of approximately $43.0 million and a 25% interest in Paseo Colorado, a 557,000 square foot shopping center in Pasadena, California

for a purchase price of $113.5 million. The Company’s equity interest, net of debt assumed, in these properties is approximately $17.4 million and $7.8 million, respectively. The Company also acquired Crossroads Center, a 540,000 square foot property in Gulfport, Mississippi, for approximately $45.5 million. The properties purchased in Phoenix, Arizona and Pasadena, California, were previously reported on the Company’s Current Report on Form 8-K dated November 15, 2002 and filed on December 2, 2002 and disclosed as Probable Acquisition Properties.

These fourteen properties or interests therein are referred to herein as the “Acquired Properties.”

The acquisition of, or investment in, the Acquired Properties, are pursuant to agreements for the sale and purchase of each property or interest therein between each selling entity and the Company. The factors considered by the Company in determining the price to be paid for the properties included: historical and/or expected cash flow, nature of the tenants and terms of leases in place, occupancy rates, opportunities for alternative and/or new tenancies, current operating costs and taxes on the properties and anticipated changes therein under Company ownership, the outlots and expansion areas available, the physical condition and locations of the properties, the anticipated effect on the Company’s financial results (including particularly Funds From Operations) and the ability to sustain and potentially increase their distributions to Company shareholders and other factors. The Company took into consideration capitalization rates at which it believes other shopping centers have recently sold, but determined the prices it was willing to pay primarily on the factors discussed above related to the properties themselves and their fit with the Company’s operations. Separate independent appraisals were not obtained in connection with the acquisition of the properties by the Company. The Company, after investigation of the properties, is not aware of any material factors, other than those enumerated above, that would cause the financial information reported, where available, to not be necessarily indicative of future operating results.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

This Form 8-K is being filed to (i) present audited financial statements of JDN for the three-year period ended December 31, 2002 and (ii) to update the pro forma financial information for the nine month period ended September 30, 2002, filed in the Company’s Current Report on Form 8-K dated November 11, 2002 and filed December 2, 2002, through the year ended December 31, 2002. The Company’s acquisitions through December 2, 2002 have been filed in the Company’s Report on Form 8-K dated November 11, 2002.

Financial Statements

• The acquisition of JDN constitutes a significant acquisition, which pursuant to Rule 3-05 of Regulation S-X, requires presentation of audited financial statements for two years. The Company has included financial statements for the three years ended December 31, 2002 elsewhere herein.

• None of the Acquired Properties constitute a “significant subsidiary” pursuant to the S-X rules. Audited statements of revenues and certain expenses filed on the Company’s Current Report on Form 8-K dated February 11, 2002 and filed on October 30, 2002 and the Company’s Current Report on Form 8-K dated November 15, 2002 and filed on December 2, 2002 represent a majority of the combined Acquired Properties.

Pro Forma Financial Information (unaudited)

Unaudited pro forma financial information for the Company is presented as follows:

• Pro forma condensed consolidated balance sheet as of December 31, 2002

• Pro forma condensed consolidated statements of operations for the year ended December 31, 2002

• Estimated twelve-month pro forma statement of taxable net operating income and operating funds available for the year ended December 31, 2002

Exhibits

(12)	Ratio of Earnings to Fixed Charges and Preferred Share Distributions
(23)	Consent of Independent Accountants
(99)	Press Release
(3.1)	Amended and Restated Articles of Incorporation of Developers Diversified Realty Corporation, as amended
(3.2)	Second Amendment to the Amended and Restated Articles of Incorporation of Developers Diversified Realty Corporation, as amended
(3.3)	Third Amendment to the Amended and Restated Articles of Incorporation of Developers Diversified Realty Corporation, as amended

DEVELOPERS DIVERSIFIED REALTY CORPORATION
INDEX TO FINANCIAL STATEMENTS
December 31, 2002

	Page
JDN REALTY CORPORATION
Consolidated Balance Sheets— December 31, 2002 and 2001		F-2
Consolidated Statements of Operations — Years ended December 31, 2002, 2001 and 2000		F-3
Consolidated Statements of Shareholders’ Equity— Years ended December 31, 2002, 2001 and 2000		F-4
Consolidated Statements of Cash Flows— Years ended December 31, 2002, 2001 and 2000		F-5
Notes to Consolidated Financial Statements		F-6
Report of Independent Accountants		F-30
DEVELOPERS DIVERSIFIED REALTY CORPORATION (Pro Forma – unaudited):
Condensed Consolidated Balance Sheet as of December 31, 2002		F-32
Condensed Consolidated Statement of Operations for the year ended December 31, 2002		F-37

F-1

JDN REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS

				December 31,
				2002			2001
				(In thousands)
ASSETS
	Shopping center properties, at cost:
		Land		$	372,911		$	289,296
		Buildings and improvements			658,794			624,759
		Property under development			81,097			188,484
					1,112,802			1,102,539
		Less: accumulated depreciation and amortization			(102,752	)		(88,152	)
		Property held for sale			8,757			—
			Shopping center properties, net		1,018,807			1,014,387
	Cash and cash equivalents				2,817			—
	Restricted cash — escrow				832			1,815
	Accounts receivable				22,310			17,160
	Investments in and advances to unconsolidated entities				15,140			12,628
	Deferred costs, net of amortization				4,529			6,238
	Other assets				14,228			13,235
				$	1,078,663		$	1,065,463
LIABILITIES AND SHAREHOLDERS’ EQUITY
	Liabilities
		Unsecured notes payable		$	234,821		$	234,759
		Secured line of credit and term loan			212,000			230,000
		Mortgage notes payable			144,657			96,362
		Accounts payable and accrued expenses			15,675			27,633
		Other liabilities			13,802			14,191
			Total liabilities		620,955			602,945
	Third party investors’ interest				3,036			2,999
	Shareholders’ Equity
		Preferred stock, par value $.01 per share — authorized 20,000,000 shares: 9 3/8% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25 per share, issued and outstanding 2,000,000 shares in 2002 and 2001			20			20
		Common stock, par value $.01 per share — authorized 150,000,000 shares, issued and outstanding 34,793,745 and 34,795,045 shares in 2002 and 2001, respectively			348			348
		Paid-in capital			471,191			475,264
		Accumulated other comprehensive loss			—			(4,266	)
		Accumulated deficit			(16,887	)		(11,847	)
					454,672			459,519
				$	1,078,663		$	1,065,463

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-2

JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

			Years Ended December 31,
			2002			2001			2000
			(In thousands, except per share amounts)
Revenues:
	Minimum and percentage rents		$	84,777		$	81,457		$	85,307
	Recoveries from tenants			15,410			14,411			12,434
	Other revenue			3,559			881			1,908
		Total revenues		103,746			96,749			99,649
Operating expenses:
	Operating and maintenance			10,021			10,005			8,489
	Real estate taxes			10,339			8,233			6,609
	General and administrative			11,328			11,242			8,574
	Corporate investigation and legal costs			—			982			3,159
	Impairment loss			1,440			1,841			18,882
	Severance expense			—			—			3,711
	Depreciation and amortization			20,837			20,144			19,525
	Transaction costs			3,282			—			—
	Settlement expense			—			45,788			—
		Total operating expenses		57,247			98,235			68,949
	Income (loss) from operations			46,499			(1,486	)		30,700
Other income (expense):
	Interest expense, net			(33,450	)		(30,523	)		(25,520	)
	Other income (expense), net			(2,938	)		22			1,978
	Income tax benefit			1,927			—			—
	Equity in net income (loss) of unconsolidated entities			789			(150	)		(2,976	)
Income (loss) from continuing operations before minority interest in net income of consolidated subsidiaries and net gain on real estate sales				12,827			(32,137	)		4,182
Minority interest in net income of consolidated entities				(156	)		(169	)		(222	)
Income (loss) from continuing operations before net gain on real estate sales				12,671			(32,306	)		3,960
Net gain on real estate sales				4,616			25,317			14,712
Income (loss) from continuing operations				17,287			(6,989	)		18,672
Discontinued operations:
	Income from operating properties sold or held for sale			3,385			5,067			4,825
	Net gain (loss) on disposal of properties			11,450			(320	)		—
Income (loss) before extraordinary item and cumulative effect of change in accounting principle				32,122			(2,242	)		23,497
Extraordinary item				—			(1,608	)		—
Income (loss) before cumulative effect of change in accounting principle				32,122			(3,850	)		23,497
Cumulative effect of change in accounting principle				(172	)		(280	)		—
Net income (loss)				31,950			(4,130	)		23,497
Dividends to preferred shareholders				(4,688	)		(4,688	)		(4,688	)
Net income (loss) attributable to common shareholders			$	27,262		$	(8,818	)	$	18,809
Income (loss) per common share — basic:
	Income (loss) from continuing operations (net of preferred dividends)		$	0.36		$	(0.36	)	$	0.43
	Discontinued operations			0.43			0.15			0.15
	Extraordinary item			—			(0.05	)		—
	Cumulative effect of change in accounting principle			—			(0.01	)		—
	Net income (loss) attributable to common shareholders		$	0.79		$	(0.27	)	$	0.58
Income (loss) per common share — diluted:
	Income (loss) from continuing operations (net of preferred dividends)		$	0.36		$	(0.36	)	$	0.43
	Discontinued operations			0.43			0.15			0.15
	Extraordinary item			—			(0.05	)		—
	Cumulative effect of change in accounting principle			—			(0.01	)		—
	Net income (loss) attributable to common shareholders		$	0.79		$	(0.27	)	$	0.58
Dividends per common share			$	1.07		$	1.14		$	1.30

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-3

JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

											Accumulated
											Other
			Preferred		Common			Paid-in			Comprehensive			Accumulated
(in thousands, except per share data)			Stock		Stock			Capital			Income			Deficit			Total
Balance, January 1, 2000			$	20	$	334		$	518,504		$	—		$	(3,029	)	$	515,829
	Issuances of common stock			—		5			1,610			—			—			1,615
	Retirement of restricted common stock			—		(6	)		(291	)		—			—			(297	)
	Repurchases of common stock			—		(4	)		(6,839	)		—			—			(6,843	)
	Distributions to preferred shareholders $(2.34 per share)			—		—			—			—			(4,688	)		(4,688	)
	Distributions to common shareholders $(1.30 per share)			—		—			(23,695	)		—			(18,809	)		(42,504	)
	Net income			—		—			—			—			23,497			23,497
Balance, December 31, 2000			$	20	$	329		$	489,289		$	—		$	(3,029	)	$	486,609
	Issuances of common stock			—		20			24,277			—			—			24,297
	Retirement of restricted common stock			—		(1	)		(314	)		—			—			(315	)
	Distributions to preferred shareholders $(2.34 per share)			—		—			—			—			(4,688	)		(4,688	)
	Distributions to common shareholders $(1.14 per share)			—		—			(37,988	)		—			—			(37,988	)
	Components of comprehensive loss:
		Net loss				—			—			—			(4,130	)		(4,130	)
		Fair value of derivatives adjustment										(4,266	)					(4,266	)
		Comprehensive loss																(8,396	)
Balance, December 31, 2001			$	20	$	348		$	475,264		$	(4,266	)	$	(11,847	)	$	459,519
	Issuances of common stock			—		1			1,128			—			—			1,129
	Retirement of restricted common stock			—		(1	)		(273	)		—			—			(274	)
	Distributions to preferred shareholders $(2.34 per share)			—		—			—			—			(4,688	)		(4,688	)
	Distributions to common shareholders $(1.07 per share)			—		—			(4,928	)		—			(32,302	)		(37,230	)
	Components of comprehensive income:
		Net income		—		—			—			—			31,950			31,950
		Fair value of derivatives adjustment		—		—			—			4,266			—			4,266
		Comprehensive income																36,216
Balance, December 31, 2002			$	20	$	348		$	471,191		$	—		$	(16,887	)	$	454,672

See accompanying notes.

F-4

JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

				Years Ended December 31,
				2002			2001			2000
				(In thousands)
Cash flows from operating activities:
	Net income (loss)			$	31,950		$	(4,130	)	$	23,497
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation			21,128			20,693			19,543
		Amortization			6,070			6,335			3,499
		Equity in net (income) loss of unconsolidated entities			(789	)		150			2,976
		Minority interest in net income of consolidated entities			156			169			222
		Net gain on real estate sales			(4,616	)		(25,317	)		(14,712	)
		Impairment losses			1,440			1,841			18,882
		Settlement expense			—			22,653			—
		(Gain) loss on disposal of properties, net of impairment loss			(11,450	)		320			—
		Extraordinary item			—			1,608			—
		Cumulative effect of change in accounting principle			172			280			—
		Changes in assets and liabilities:
			Accounts receivable		(2,611	)		(1,411	)		(928	)
			Other assets		(1,807	)		104			310
			Accounts payable and accrued expenses		(5,973	)		5,009			(1,235	)
			Other liabilities		6,914			8,216			602
Net cash provided by operating activities					40,584			36,520			52,656
Cash flows from investing activities:
	Development and redevelopment of shopping center properties				(114,368	)		(145,902	)		(33,639	)
	Improvements to shopping center properties				(1,349	)		(1,225	)		(2,134	)
	Investments in and advances to unconsolidated entities				(1,685	)		(1,156	)		(96,089	)
	Proceeds from real estate sales				94,341			165,122			99,459
	Other				235			2,933			(1,295	)
Net cash provided by (used in) investing activities					(22,826	)		19,772			(33,698	)
Cash flows from financing activities:
	Proceeds from line of credit and term loan				145,100			401,900			204,596
	Proceeds from mortgages and notes payable				81,390			23,000			—
	Principal payments on line of credit and term loan				(163,100	)		(413,900	)		(197,596	)
	Principal payments on mortgages and notes payable				(33,095	)		(27,344	)		(2,744	)
	Repurchases of common stock				—			—			(6,843	)
	Distributions paid to preferred shareholders				(4,688	)		(4,688	)		(4,688	)
	Distributions paid to common shareholders				(37,230	)		(37,988	)		(42,504	)
	Proceeds from deferred exchange of properties				—			—			40,476
	Payments for deferred loan financing charges				(2,816	)		(6,020	)		(2,454	)
	Other				(502	)		(529	)		—
Net cash provided by (used in) financing activities					(14,941	)		(65,569	)		(11,757	)
Increase (decrease) in cash and cash equivalents					2,817			(9,277	)		7,201
Cash and cash equivalents, beginning of year					—			9,277			2,076
Cash and cash equivalents, end of year				$	2,817		$	—		$	9,277

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-5

JDN Realty Corporation
Notes to Consolidated Financial Statements
December 31, 2002
(dollars in thousands, except share and per share data)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

     JDN Realty Corporation (the “Company”) is a real estate company specializing in the development and asset management of retail shopping centers. The Company’s operating shopping centers and development projects are located in 21 states. The Company has elected to be taxed as a real estate investment trust (“REIT”).

     Effective January 1, 2001, the Company acquired 100% of the ownership of JDN Development Company, Inc. (“JDN Development”). Prior to January 1, 2001, the Company owned 1% of the outstanding voting common stock and 100% of the outstanding non-voting common stock of JDN. As a result of this acquisition, the Company changed its accounting for JDN Development from the equity method to the consolidated method. In addition, effective January 1, 2001, the Company and JDN Development elected taxable REIT subsidiary status for JDN Development. Had JDN Development been consolidated effective January 1, 2000, the Company’s revenues for the year ended December 31, 2000 would have been $113,673. Net income and earnings per share would not have been materially different than amounts previously reported.

Basis of Presentation

     The financial statements represent the consolidated financial statements of the Company, and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Segment Reporting

     The Company operates in one reportable segment, the development, ownership and operation of retail properties, as defined in Statement of Financial Accounting Standard (“SFAS”) No. 131, Disclosures about the Segments of an Enterprise and Related Information. Substantially all of the Company’s assets, revenues and income are derived from this segment.

Investments in Unconsolidated Entities

     The Company uses the equity method of accounting for investments in non-majority owned entities, including those where the Company’s voting control is less than 20%, where the Company has the ability to exercise significant influence over operating and financial policies. The Company uses the cost method of accounting for investments in non-majority owned entities where both the Company’s ownership is less than 20% and it does not have the ability to exercise significant influence over operating and financial policies.

Real Estate Assets

     Shopping center properties are stated at cost less accumulated depreciation. The Company capitalizes costs of construction, property taxes, interest and other miscellaneous costs incurred during

F-6

the development period until such time as a project becomes ready for its intended use in accordance with SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects and SFAS No. 34, Capitalization of Interest Cost. Any pre-development costs are written off when the Company determines that a prospective project is no longer probable. The Company provides an allowance for abandoned projects based on management’s assessment of the probability of abandonment of each project in the pre-development stage. As of December 31, 2002 and 2001, the allowance for abandoned projects was $3,682 and $1,695, respectively, and the aggregate pre-development costs were $12,188 and $4,213, respectively.

     Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets. Depreciation begins on development projects when a project or portion thereof is substantially complete. The estimated useful life of buildings and improvements for financial reporting purposes is 31.5 years. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations which improve or extend the life of the related assets are capitalized and amortized over the remaining useful lives of the related assets.

     Management reviews long-lived assets used in operations for impairment when there is an event or change in circumstances that indicates the carrying amount of the asset may not be recoverable and the future undiscounted cash flows expected to be generated by the asset are less than its carrying amount. If such assets are considered to be impaired, the Company records impairment losses and reduces the carrying amount of impaired assets to an amount that reflects the fair value of the assets at the time impairment is evident. Management also reviews estimated selling prices of assets held for sale and records impairment losses to reduce the carrying amount of assets held for sale when the carrying amounts exceed the estimated selling prices less costs to sell.

     On January 1, 2002, the Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 clarifies the guidance previously issued in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and Accounting Principles Board (“APB”) Opinion No. 30 Reporting the Results of Operations and resolves implementation issues created by SFAS No. 121. Under the new guidance, the Company continues to assess long-lived assets used in operations and assets held for sale for impairments when indicators are present, as described above. In addition, depreciation of long-lived assets held for sale is not permitted. If an asset held for sale reverts to an asset used in operations, the asset would be measured at the lower of the original carrying cost, adjusted for the forgone depreciation, or the fair value at the date of the decision to hold the asset. In accordance with SFAS No. 144, the results of operations and the gain or loss on disposition of operating properties sold after January 1, 2002 or held for sale at December 31, 2002 have been presented in discontinued operations for all periods presented on the consolidated statements of operations.

     In 2001, the Company changed its method of allocating land basis on development projects from a method based primarily on acreage to a method based on relative value of parcels to the projects. In management’s opinion, the new method of project cost allocation more appropriately reflects the value of individual project components, thereby minimizing disparity in gain (loss) on real estate sales among project components. The effect of the change in accounting estimate in 2001 was a reduction in gain on real estate sales of $1.2 million or $0.04 per share.

Deferred Costs

     Costs and fees associated with the Company’s debt obligations are included in deferred costs in the accompanying consolidated balance sheets and are amortized over the terms of the related debt

F-7

agreements. Amortization of these deferred financing costs is included in interest expense in the consolidated statements of operations. Accumulated amortization related to deferred costs totaled approximately $3,901 and $5,478 at December 31, 2002 and 2001, respectively.

     In March 2001, the Company charged $1,608 of unamortized deferred costs to expense as an extraordinary item in connection with the early extinguishment of the $175,000 Line of Credit and $100,000 Term Loan with Wachovia Bank, N.A.

Other Assets

     Included in other assets is a note receivable from an unrelated party with carrying amounts of $6,202 and $6,500 as of December 31, 2002 and 2001, respectively. Income tax receivable generated at JDN Development of $1,917 and $2,258 as of December 31, 2002 and 2001, respectively, is also included in other assets.

     The Company capitalizes certain internal and external costs incurred in the development of computer software for internal use in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. At December 31, 2002 and 2001, $2,838 and $1,170, respectively, of such amounts were included in other assets in the accompanying consolidated balance sheets.

Operating Revenue Recognition

     The Company leases space in its shopping centers to tenants and recognizes minimum base rentals as revenue on a straight-line basis over the terms of the operating leases in accordance with SFAS No. 13, Accounting for Leases. The tenants are required to pay additional rentals based on common area maintenance expenses, and the Company recognizes such rentals as the revenue is earned. Certain tenants pay a percentage based on store sales exceeding a pre-defined threshold. These percentage rentals are recognized as sales contingencies are resolved.

Concentration of Credit Risk

     The Company’s tenant base includes primarily national and regional retail chains and local retailers. Consequently, credit risk is concentrated in the retail industry. Rents receivable, in excess of security deposits, are unsecured and subject to credit losses to this extent. The Company provides an allowance for uncollectible rents receivable based on management’s judgement of the collectibility of the receivables which is based on a number of factors including historical write-off’s and specific review of tenant accounts.

Net Gain on Real Estate Sales

     The Company recognizes gain or loss on real estate sales when the earnings process is deemed to be complete, in accordance with SFAS No. 66, Accounting for Real Estate Sales, which generally coincides with the closing.

Interest Costs

     Interest costs incurred during the development period of projects are capitalized and depreciated over the life of the related building in accordance with SFAS. No. 34, Capitalization of Interest Cost. Interest costs capitalized were $9,680, $13,606, and $9,444 for the years ended

F-8

December 31, 2002, 2001 and 2000, respectively. Interest payments totaled $38,746, $39,308, and $45,051 during the years ended December 31, 2002, 2001, and 2000, respectively. Interest income totaled $503, $817, and $14,209 during the years ended December 31, 2002, 2001 and 2000, respectively.

Interest Rate Protection Agreements

     The Company has historically used interest rate swap agreements to hedge its exposure to increasing rates on its floating rate debt. The interest rate swap agreements involve the exchange of amounts based on variable interest rates for amounts based on fixed interest rates over the lives of the agreements without an exchange of the notional amounts upon which the payments are based. The differential to be paid or received as interest rates change is accrued and recognized as an adjustment to interest incurred.

     Effective January 1, 2001, the Company adopted SFAS No. 133, as amended by SFAS No. 137 and No. 138 Accounting for Derivative Instruments and Hedging Activities (“Statement No. 133”). Statement No. 133 requires the Company to recognize all derivatives on the balance sheet at fair value. For derivatives designated as hedges, the change in the fair value of the derivative is offset against the change in fair value of the hedged asset, liability or firm commitment through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not hedges must be adjusted to fair value through income. Upon adoption of Statement No. 133 in 2001, the Company recorded $280 cumulative effect of change in accounting principle related to the fair value of its interest rate cap.

     The Company has historically maintained interest rate swap agreements which are designated and qualify under the provisions of SFAS No. 133 as cash flow hedges. By matching the terms of the interest rate swap agreements and their designated debt instruments, the Company structured cash flow hedges that are highly effective in offsetting the variable interest cash flows on the related debt instruments. The Company monitors hedge effectiveness and the financial standing of the counterparty on an ongoing basis. The fluctuations in the fair value of the interest rate swaps are included in accumulated other comprehensive loss, a component of shareholders’ equity, and other liabilities in the accompanying consolidated balance sheets. The Company recorded adjustments to accumulated other comprehensive income (loss) in the amount of $(4,266), $4,266 and $ — in 2002, 2001 and 2000, respectively. All of the Company’s interest rate swap agreements expired on December 31, 2002 and were not renewed.

Comprehensive Income (Loss)

     Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss), which includes all other non-owner transactions and events that change shareholder’s equity. The components of comprehensive income (loss) are presented in the consolidated statements of shareholders’ equity. Other comprehensive loss is composed solely of changes in the fair value of the Company’s interest rate swap agreements. (See Note 16)

Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent

F-9

disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

     The Company uses the intrinsic value method for valuing its awards of stock options and restricted stock and recording the related compensation expense, if any, in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. No stock-based employee or director compensation cost for stock options is reflected in net income, as all options granted have exercise prices equal to the market value of the underlying common stock on the date of grant. The Company records compensation expense related to its restricted stock awards. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

		Years ended December 31,
		2002			2001			2000
Net income (loss), as reported		$	31,950		$	(4,130	)	$	23,497
Add: Stock-based employee compensation included in reported net income			1,159			1,569			152
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards			(1,553	)		(1,827	)		(655	)
Net income		$	31,556		$	(4,388	)	$	22,994
Net income attributable to common shareholders		$	26,868		$	(9,076	)	$	18,306
Net income attributable to common shareholders per share:
	Basic — as reported	$	0.79		$	(0.27	)	$	0.58
	Basic — pro forma	$	0.78		$	(0.28	)	$	0.57
	Diluted — as reported	$	0.79		$	(0.27	)	$	0.58
	Diluted — pro forma	$	0.77		$	(0.28	)	$	0.56

Income Taxes

     The Company operates as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, the Company is generally not subject to federal income taxes to the extent that it distributes annually at least 90% of its REIT taxable income to its shareholders and satisfies certain other requirements defined in the Code. In connection with the Tax Relief Extension Act of 1999, as of January 1, 2001, the Company is permitted to engage in certain activities, which it was previously precluded from in order to maintain its REIT classification, so long as such activities are conducted by separate entities that elect to be treated as taxable REIT subsidiaries under the Code. As such, taxable REIT subsidiaries are subject to federal income tax on the income from these activities.

     The Company’s taxable REIT subsidiary, JDN Development, uses the liability method of accounting for income taxes, in accordance with SFAS No. 109, Accounting for Income Taxes. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in the future years. Management provides valuation allowances against the deferred tax asset for amounts which are not considered “more likely than not” to be realized.

     The Company’s distributions per common share are approximately as follows:

F-10

	Years ended December 31,
	2002		2001		2000
Ordinary income	$	0.67	$	0.32	$	0.64
Return of capital		0.13		0.06		—
Long-term capital gains		0.27		0.76		0.66
	$	1.07	$	1.14	$	1.30

Cash and Cash Equivalents

     The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Use of Estimates

     The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications

     Certain amounts as previously reported have been reclassified to conform to the current year’s presentation.

New Accounting Pronouncements

     Effective January 1, 2002, the Company implemented SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 prohibits regular amortization of goodwill and requires at least annual impairment analyses of all recorded goodwill. Upon adoption of Statement No. 142, the Company recorded $172 as a cumulative effect of change in accounting principle related to the impairment of the Company’s existing goodwill. No additional goodwill exists at December 31, 2002.

     In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45: Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 requires guarantees to be recognized and initially measured at fair value on the guarantor’s balance sheet. In addition, guarantors are required to make significant new disclosures, even when the likelihood of the guarantor making payments under the guarantee is remote. FIN 45’s disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002, while the initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Company adopted the disclosure requirements of FIN 45 for this report and adopted the initial recognition and measurement provisions as of January 1, 2003. The adoption of the recognition and measurement provisions are not expected to have a significant impact on the Company.

F-11

2. Unsecured Notes Payable

     Unsecured Notes Payable consisted of the following:

	December 31,
	2002		2001
MandatOry Par Put Remarketed Securities	$	75,000	$	75,000
Seven Year Notes		74,944		74,908
Ten Year Notes		84,877		84,851
	$	234,821	$	234,759

     The MandatOry Par Put Remarketed Securities (“MOPPRS”) represent unsecured notes payable with a face amount of $75,000, a stated interest rate of 6.918% and a maturity date of March 31, 2013. Interest on the MOPPRS is payable semi-annually in arrears on each March 31 and September 30. In connection with the issuance of the MOPPRS, the Company sold an option to remarket the MOPPRS on March 31, 2003 to a third party (the “Remarketing Agent”). The MOPPRS are subject to mandatory tender on March 31, 2003. Based upon the terms of the remarketing agreement, if the Remarketing Agent resigns and does not remarket the MOPPRS, the Company is required to pay a yield maintenance penalty to the Remarketing Agent of these notes on or before the mandatory tender date. As of December 31, 2002, this yield maintenance amount was approximately $11,239.

     The Seven-Year Notes represent unsecured notes with a face amount of $75,000, a stated interest rate of 6.80% and a maturity date of August 1, 2004. The Ten-Year Notes represent unsecured notes payable with a face amount of $85,000, a stated interest rate of 6.95% and a maturity date of August 1, 2007. Interest on the Seven Year Notes and Ten Year Notes is payable semi-annually in arrears on each February 1 and August 1.

     The Seven Year Notes, the Ten Year Notes and the MOPPRS were issued under Supplemental Indentures and an Indenture which contain covenants customary for notes of these types, including limitations on total indebtedness of the Company, limitations on secured debt, maintenance of minimum interest coverage ratios and maintenance of minimum ratios of unencumbered assets to unsecured debt.

3. Revolving Line of Credit and Term Loan

     The Revolving Line of Credit and Term Loan consisted of the following:

	December 31,
	2002		2001
Term Loan	$	150,000	$	150,000
Revolving Line of Credit		62,000		80,000
	$	212,000	$	230,000

     The Company entered into the Fourth Amended and Restated Master Credit Agreement (the “Secured Credit Agreement”) with Fleet National Bank as Agent on December 28, 2002. The Secured Credit Agreement includes the Revolving Line of Credit, a $150,000 secured line of credit, and the Term Loan, a $150,000 secured term loan. The Secured Credit Agreement matures on the earlier of January 1,

F-12

2004 or the closing of the proposed merger with Developers Diversified Realty Corporation (“DDR”). See Note 21 for further information on the proposed merger. The Company incurred $1,923 in fees and expenses in connection with the closing of the Secured Credit Agreement. The Secured Credit Agreement was repaid on March 13, 2003 in connection with the merger with Developers Diversified Realty Corporation (See Note 21).

     The Secured Credit Agreement replaced the Third Amended and Restated Master Credit Agreement (the “2001 Credit Facility”) with Fleet as Agent, which was executed on March 29, 2001 and was scheduled to mature on December 31, 2002 but was satisfied in full with proceeds from the Secured Credit Agreement. The 2001 Credit Facility was comprised of a $150,000 secured term loan and a $150,000 secured line of credit.

     Through March 14, 2003, interest on loans made pursuant to the Secured Credit Agreement ranges from LIBOR plus 2.125% to LIBOR plus 2.250%, based on the Company’s leverage and credit quality or, at the Company’s discretion, the agent’s prime lending rate. Beginning March 15, 2003, the spread over LIBOR will increase by 0.25%. As of December 31, 2002, the Revolving Line of Credit and Term Loan bear interest at LIBOR plus 2.125% or 3.96%.

     The Secured Credit Agreement provides that the loans thereunder be secured by first priority security interests in retail shopping center properties. As of December 31, 2002, there were 46 properties valued at approximately $457,576 securing these loans. The Secured Credit agreement contains certain requirements for each property within the Borrowing Base (as defined in the Secured Credit Agreement) and certain value and occupancy requirements for the Borrowing Base in the aggregate. The Company may, however, add, remove or substitute certain of its other properties as Borrowing Base Properties subject to the conditions set forth in the Secured Credit Agreement.

     The Secured Credit Agreement contains financial covenants including, but not limited to, a liabilities-to-assets ratio, fixed charges coverage ratios and a net worth covenant. The terms of the Secured Credit Agreement limit the amount of development, pre-development and construction activities through March 14, 2003, after which the Company is permitted to engage only in the completion of existing projects. The Secured Credit Agreement also restricts common dividends that the Company may pay to $0.20 per share for the first quarter of 2003 and to 90% of REIT taxable income thereafter.

     Also in December, the Company obtained a commitment with Fleet National Bank as Agent for a $50,000 unsecured term loan (the “Unsecured Term Loan”). The Company incurred $250 in fees in connection with the Unsecured Term Loan. The Unsecured Term Loan may be funded by March 28, 2003 and proceeds must be used solely for repayment of the Company’s MOPPRS which are subject to mandatory tender on March 31, 2003. Borrowings under the Unsecured Term Loan will bear interest at LIBOR plus 4.00% until September 30, 2003; thereafter the Unsecured Term Loan will bear interest at LIBOR plus 5.55%. The Unsecured Term Loan will matured on March 13, 2003 concurrently withthe closing of the merger with DDR.

4. Mortgage Notes Payable

     As of December 31, 2002, the Company’s Mortgage Notes Payable consists of the following:

F-13

	December 31,
	2002		2001
Amortizing Notes Payable	$	114,086	$	96,362
Construction Loans		30,571		—
	$	144,657	$	96,362

     The Amortizing Notes Payable represent nine amortizing mortgage notes secured by shopping center properties with an aggregate net book value of $79,436 as of December 31, 2002. The Amortizing Notes Payable bear interest at a weighted average interest rate of 7.09%, require aggregate monthly principal and interest payments of $927 and mature at dates ranging from 2003 to 2027.

     The Construction Loans represent four variable-rate mortgage notes secured by land and improvements at four of the Company’s development projects. The Construction Loans, obtained in 2002, provide for maximum borrowings of $65,500 and have two-year terms, but may be extended provided certain leasing and development targets are met. As of December 31, 2002, the Construction Loans bear interest at LIBOR plus 2.00% or a weighted average rate of 3.48%.

5. Debt Maturities

     As of December 31, 2002, principal payments on the Company’s Unsecured Notes Payable, Line of Credit, Term Loan, and Mortgage Notes Payable were due as follows:

Year ending December 31,
2003		84,049
2004		321,150
2005		3,904
2006		4,191
2007		89,377
Thereafter		88,807
	$	591,478

6. Fair Value of Financial Instruments

     During 2001, the Company entered into two interest rate swap contracts with notional amounts of $150,000 and $50,000, respectively, that converted its variable interest payments on the Term Loan and $50,000 of the Revolving Line of Credit to fixed interest payments by effectively fixing the underlying LIBOR rate at 4.62% and 3.585%, respectively. Both interest rate swap agreements expired on December 31, 2002. These swaps were designated and qualified under the provisions of SFAS No. 133 as cash flow hedges, and the Company determined that they were highly effective in offsetting the variable interest cash flows on the related debt instruments. The fluctuations in the fair value of the interest rate swaps are included in accumulated other comprehensive loss, a component of shareholders’ equity, and other liabilities in the consolidated balance sheets through the date of their expiration.

     The carrying amounts and fair values of the Company’s financial instruments are as follows:

F-14

	December 31, 2002				December 31, 2001
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and Cash Equivalents	$	2,817	$	2,817	$	—	$	—
Accounts Receivable		22,811		22,811		17,160		17,160
Accounts Payable		15,675		15,675		27,633		27,633
Unsecured Notes Payable		234,821		237,511		234,759		209,750
Mortgage Notes Payable		144,657		136,028		96,362		93,435
Interest Rate Swaps and Cap		—		—		4,266		4,266

     The following methods and assumptions were used by the Company in estimating its fair value disclosures of financial instruments:

• Cash and cash equivalents, accounts receivable and accounts payable: the carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values.

• Unsecured notes payable: the fair values of the Company’s unsecured notes payable are estimated based on dealer quotes at or near year-end.

• Lines of credit and term loan: the carrying amounts of the Company’s borrowings under its lines of credit and term loan approximate fair value based on the Company’s current incremental borrowing rates for similar borrowing arrangements.

• Mortgage notes payable: the fair value of the Company’s mortgage notes payable are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

• Interest rate swaps and cap: the fair values of the Company’s interest rate swaps and cap are based on dealer quotes that consider the estimated net proceeds if sold for positive valuations or the estimated cost to terminate for negative valuations.

7. Income Taxes

     As a result of its REIT status, JDN Realty Corporation incurred no federal income tax liability in 2002, 2001 and 2000. During 2002, the Company sought clarification with respect to an issue related to satisfaction of certain technical requirements for qualification as a REIT for two quarters in the year ended December 31, 2000. The Company and the Internal Revenue Service entered into a Closing Agreement in December 2002, which settled the matters in question. The Company paid $286 in connection with the IRS Closing Agreement.

     JDN Development, a “C” corporation for federal income tax purposes, recorded an income tax benefit of $1,927 for the year ended December 31, 2002 because the Company reduced its valuation allowance during the year. The valuation allowance was reduced because of the passage of the Job Creation and Worker Assistance Act of 2002 which enables companies to carryback net operating losses created in 2001 and 2002 for five years rather than the standard two years. In 2002, the Company carried back approximately $6,600 of its 2002 and 2001 loss to its 1996 and 1997 tax years. The remainder of the net deferred tax assets were reserved in prior years because management is not able to determine with

F-15

certainty the amount and timing of future taxable income available to utilize the net operating loss carryforward in future periods.

     A reconciliation of the provision for income taxes to the federal statutory rate for the years ended December 31, 2002 and 2001 for JDN Development is as follows:

	2002			2001
Tax benefit, at statutory rate	$	(549	)	$	(6,649	)
State tax, net of federal benefit		(78	)		(950	)
Non-deductible items		25			386
Other		411			189
Valuation allowance		(1,736	)		7,024
	$	(1,927	)	$	—

     JDN Development has net operating loss carryforwards of approximately $16,738 which will begin to expire on 2020 and are available to offset future taxable income.

     Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences that give rise to significant portions of the deferred tax assets and liabilities are excess book over tax depreciation, impairment losses on real estate held for sale not currently tax deductible for tax purposes, various accrued liabilities not currently tax deductible, certain differences in cost capitalization between financial reporting and tax purposes and the net operating loss carryforward. Deferred tax assets and liabilities of JDN Development consist of the following at December 31, 2002 and 2001:

	2002			2001
Deferred tax assets	$	12,361		$	13,663
Deferred tax liabilities		(1,435	)		(1,630	)
Valuation allowance		(10,297	)		(12,033	)
Net deferred tax asset	$	629		$	—

8. Preferred Stock

     The Company has 2,000,000 shares outstanding of its 9 3/8% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, with a liquidation preference of $25.00 per share. The Series A Preferred Stock has no stated maturity but is redeemable at the Company’s option on or after September 15, 2003 for $25.00 per share plus accumulated, accrued and unpaid dividends. Dividends on the Series A Preferred Stock are cumulative from the date of original

F-16

issue and are payable quarterly on or about the last day of March, June, September and December of each year, when and as declared. Holders of the Series A Preferred Stock have no voting rights except with respect to certain extraordinary events affecting the rights of the holders of the Series A Preferred Stock. The Series A Preferred Stock is not convertible or exchangeable for any other securities or property of the Company.

9. Investments in and Advances to Unconsolidated Entities

     Prior to January 1, 2001, the Company owned 1% of the outstanding voting common stock and 100% of the outstanding non-voting common stock of JDN Development. The Company accounted for its investment in JDN Development using the equity method because management believed it was able to exercise significant influence over the operating and financial policies of JDN Development. Effective January 1, 2001, the Company acquired 100% of the ownership of JDN Development and consequently consolidated its investment in JDN Development.

     The Company has investments in 23 partnerships formed for the purpose of acquiring, developing, selling or exchanging real estate assets. During the development stage of any project developed within one of these partnerships, the Company is the limited partner and JDN Development is the general partner. Once the project has reached stabilization, the Company becomes the general partner and JDN Development becomes the limited partner. Prior to January 1, 2001, these investments were not consolidated in the Company’s financial statements. Beginning January 1, 2001, concurrent with the consolidation of JDN Development, all of these investments are consolidated into the Company’s financial statements.

     As of December 31, 2002, the Company owned 50% economic interests in three limited liability companies formed for the purpose of acquiring, holding and selling land in Monroe, Louisiana, Jackson, Mississippi and Pooler, Georgia, respectively. In addition, the Company owned a 49% interest in two limited liability companies, one of which operates a newly completed shopping center located in Suwanee, Georgia and the other was formed for the purpose of developing land in Suwanee, Georgia. The Company accounts for these investments using the equity method.

     The Company also owns approximately 12% of the economic interest in a limited partnership that owns undeveloped land in Opelika, Alabama. The Company accounts for this investment using the cost method.

     The following summarizes the combined financial information of the Company’s unconsolidated entities:

F-17

			December 31,
			2002		2001
Assets
	Operating properties		$	38,795	$	39,979
	Property under development			—		68
	Land held for sale			12,021		7,928
		Total real estate		50,816		47,975
	Other assets			1,058		377
			$	51,874	$	48,352
Liabilities
	Mortgage notes payable (1)		$	32,214	$	30,798
	Other liabilities			556		504
				32,770		31,302
Third party investors’ interest				—		—
Equity				19,104		17,050
			$	51,874	$	48,352

		Years Ended December 31,
		2002			2001			2000
Rental revenues		$	3,706		$	3,125		$	3,357
Operating expenses			(1,513	)		(4,582	)		(5,372	)
Impairment losses			—			—			(5,833	)
Provision for abandoned projects			—			—			(3,819	)
	Income (loss) from operations		2,193			(1,457	)		(11,667	)
Interest expense			(1,503	)		(476	)		(9,476	)
Net gain on real estate sales			227			—			11,828
Other income (expense), net			(126	)		(548	)		3,311
Income (loss) before income tax expense			791			(2,481	)		(6,004	)
Income tax expense			—			—			(2,999	)
	Net income (loss)	$	791		$	(2,481	)	$	(9,003	)

(1) The Company guarantees the loan of one equity investment in the amount of $1,326 and $2,133 as of December 31, 2002 and 2001, respectively.

F-18

10. Operating Leases

          Shopping center properties are leased to tenants under operating leases with expiration dates extending to the year 2059. As of December 31, 2002, approximate future minimum rentals due under noncancellable operating leases, excluding tenant reimbursements of operating expenses and additional rentals based on tenants’ sales volume, were as follows:

Year Ending December 31,
2003	$	89,673
2004		86,236
2005		79,312
2006		73,358
2007		67,499
Thereafter		542,236
	$	938,314

          As of December 31, 2002, Lowe’s Companies, Inc., a national retailer, was an anchor in 22 of the Company’s shopping centers. Lowe’s was a tenant of the Company in 11 of the shopping centers and an unrelated party owned Lowe’s portion of the center in the remaining 11 shopping centers. Rentals from this significant tenant were 13%, 14% and 13% of total minimum and percentage rent for the years ended December 31, 2002, 2001, and 2000, respectively. There were no other tenants that represented more than 10% of the Company’s total minimum and percentage rent in 2002, 2001 or 2000.

12. Incentive Stock Plan

          The Company maintains the JDN Realty Corporation 1993 Incentive Stock Plan (the “Incentive Stock Plan”) which provides for the issuance of 2,673,699 options to purchase shares of the Company’s common stock, restricted stock and stock appreciation rights to individuals providing services to the Company, its subsidiaries and affiliated entities, in any combination, at the discretion of the Compensation Committee of the Board of Directors. As of December 31, 2002 and 2001, 1,640,637 and 2,056,187 shares, respectively, were available for the Company to award in any combination of options, restricted stock or stock appreciation rights under the Incentive Stock Plan.

          Under the Incentive Stock Plan, the exercise price of options granted will not be less than the fair market value of the shares on the date of grant for incentive stock options and will not be less than 50% of the fair market value of the shares on the date of grant for non-qualified stock options. No options have been granted under the Incentive Stock Plan with exercise prices below fair market value. The options generally expire 10 years from the date of grant. Generally all options, other than options granted in 1995, vest one-third after six months and one-third after each of the two successive twelve-month periods thereafter. Additionally, all outstanding options vest upon a change in control of the Company.

          The following is a summary of option activity under the Incentive Stock Plan:

F-19

							Weighted Average
		Number of Shares			Option Price		Option Price		Aggregate
		Underlying Options			Per Share		Per Share		Fair Value
Options outstanding, January 1, 2000			2,669,470		$13.50 to $21.31			17.70
	Granted		386,000		$9.75 to $10.50			10.18	$	88
	Forfeited		(2,060,011	)	$10.19 to $20.75			17.81
Options outstanding, December 31, 2000			995,459		$9.75 to $20.75			14.55
	Granted		157,500		$11.25 to $11.81			11.74	$	114
	Exercised		(334	)	$	10.19		10.19
	Forfeited		(322,875	)	$10.19 to $20.75			15.47
Options outstanding, December 31, 2001			829,750		$9.75 to $20.75			13.67
	Granted		95,000		$12.60 to $12.75			12.71	$	53
	Exercised		—			—		—
	Forfeited		(78,000	)	$10.19 to $20.75			19.33
									Weighted Average
									Remaining
									Contractual Life
Options outstanding, December 31, 2002			846,750		$9.75 to $20.75		$	13.04	7.06 years
Options exercisable, December 31, 2002			598,083		$9.75 to $20.75		$	13.44

          Generally, the Company has awarded restricted stock under the 1993 Incentive Stock Plan pursuant to: the Employee Restricted Stock Program (the “2000 Employee Award”), the JDN Realty Corporation Deferred Bonus Plan (the “Deferred Bonus Plan”) and the JDN Realty Corporation Long-Term Incentive Plan (the “LTIP”). The 2000 Employee Award, governed by Restricted Stock Agreements, was issued to key employees in 2000 to provide incentives that reward long-term growth and profitability of the Company. This restricted stock vests ten years after issuance, however, up to 20% may vest each year based upon achieving certain performance criteria adopted by the Compensation Committee. The Deferred Bonus Plan was established in 1998 to provide incentive compensation to certain key employees in the form of a bonus that could be deferred at the election of the employee. An eligible employee could elect to defer all or a specified portion of the receipt of cash bonus payments awarded by the Company and could receive restricted stock in lieu thereof under the Incentive Stock Plan. This restricted stock vested one-fourth on March 1, 1999 and one-fourth on each successive March 1 until 2002. The LTIP was adopted in 1999 to provide certain officers with restricted stock. All restricted stock issued under the LTIP either vested or expired in 2000 pursuant to separation agreements with two of the Company’s former officers.

          The following is a summary of restricted stock activity under the Incentive Stock Plan:

F-20

						Aggregate
		Number of			Stock Price	Grant-date
		Shares Outstanding			On Grant Date	Fair Value
Non-vested shares outstanding, January 1, 2000			686,264
	Granted		393,800		$9.75 to $11.19	$	4,185
	Vested		(197,877	)
	Forfeited		(524,985	)
Non-vested shares outstanding, December 31, 2000			357,202
	Granted		45,000		$11.98 to $12.49	$	561
	Vested		(144,380	)
	Forfeited		(27,445	)
Non-vested shares outstanding, December 31, 2001			230,377
	Granted		20,000		$12.48 to $12.75	$	254
	Vested		(100,529	)
	Forfeited		(20,920	)
Non-vested shares outstanding, December 31, 2002			128,928

          The Company recorded expense in the amount of $781, $1,200 and $417 related to stock based compensation under the Incentive Stock Plan for the years ended December 31, 2002, 2001 and 2000, respectively.

13. Directors Stock Plan

          The Company maintains the JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan, Amended and Restated April 15, 2002 (the “Directors Plan”) which provides for the issuance of 949,999 options to purchase shares of the Company’s common stock or the granting of shares of common stock to members of the Company’s Board of Directors who are not employees of the Company. The Directors Plan provides that 15,000 options be granted automatically to each non-employee director serving the Company on January 1 of each year. The exercise price of each option equals the fair market value of the shares on the date of grant and vests according to the following: (a) one-third six months after the date of grant, (b) one-third 18 months after the date of grant, and (c) one-third 30 months after the date of grant. The plan also provides for the awarding of $8.75 in value of common stock to each non-employee director on the first day of each calendar quarter and authorizes an award of 30,000 options to each non-employee director on a one-time basis.

          The following is a summary of option activity under the Directors Plan:

F-21

						Weighted Average
		Number of Shares		Option Price		Option Price		Aggregate
		Underlying Options		Per Share		Per Share		Fair Value
Options outstanding, January 1, 2000			124,500	$13.333 to $21.584		$	19.06
	Granted		75,000		$16.13		16.13	$	12
Options outstanding, December 31, 2000			199,500	$13.333 to $21.584			17.96
	Granted		180,000	$10.56 to $12.17			11.63	$	127
Options outstanding, December 31, 2001			379,500	$10.56 to $21.58			15.04
	Granted		59,432		$12.33		12.33	$	52

				Weighted Average
				Remaining
				Contractual Life
Options outstanding, December 31, 2002	438,932	$10.56 to $21.58	$14.68	7.0 years
Options exercisable, December 31, 2002	299,311	$10.56 to $21.58	$17.62

          As of December 31, 2002 and 2001, 500,000 and 63,933 shares, respectively, were available for award under the Directors Plan in any combination of options or shares of common stock. The Company recorded expense in the amount of $140, $140 and $165 related to stock based compensation under the Directors Plan for the years ended December 31, 2002, 2001 and 2000, respectively.

14. Pro Forma Disclosures on Stock Based Compensation

          The Company applies APB 25, “Accounting for Stock Issued to Employees” in accounting for its stock plans. Pro forma information regarding net income and earnings per share is required by SFAS No. 123 using an acceptable fair value method for all stock based compensation granted by the Company subsequent to December 31, 1994. The Company estimated the fair value for this stock based compensation at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for 2002, 2001 and 2000: risk-free interest rate of 2.21%, 3.91% and 5.74%, respectively; dividend yield of 7.56%, 9.20% and 12.71%, respectively; volatility factor of the expected market price of the Company’s common stock of 0.26, 0.30 and 0.27, respectively; and a weighted-average expected life of the options of 2, 2 and 4 years, respectively. For purposes of pro forma disclosures, the estimated fair value of stock based compensation is amortized to expense over the applicable vesting periods. See Note 1 for pro forma presentation.

          Option valuation models used under SFAS No. 123 were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

F-22

15. Discontinued Operations

          SFAS No. 144 requires that the results from operations for all periods presented and the eventual gain/loss on the disposition of operating assets held for sale be segregated as discontinued operations in the consolidated statements of operations for all periods presented. The Company classifies real estate assets as held for sale when a sales contract is executed. For the years ended December 31, 2002, 2001 and 2000, income from discontinued operations includes the results of operations and gain/loss on disposition of nine operating shopping centers or portions of operating shopping centers and four ground leases.

          The Company’s discontinued operations and the assets relating to the Company’s discontinued operations are as follows:

		December 31,
		2002			2001
Land		$	775		$	13,865
Building			734			47,992
Other real estate assets			—			388
			1,509			62,245
	Less accumulated depreciation		(298	)		(5,176	)
	Real estate assets, net	$	1,211		$	57,069

		Years ended December 31,
		2002		2001			2000
Revenues		$	5,000	$	7,458		$	6,402
Operating expenses			166		466			246
Real estate taxes			470		342			121
Depreciation and amortization			979		1,583			1,210
	Total expenses		1,615		2,391			1,577
Income from operating properties sold or held for sale			3,385		5,067			4,825
Net gain (loss) on disposal of properties			11,450		(320	)		—
Discontinued Operations		$	14,835	$	4,747		$	4,825

F-23

16. Comprehensive Income

          The following table sets forth the computation of comprehensive income (loss):

		Years Ended December 31,
			2002		2001			2000
Net income (loss)			$	31,950	$	(4,130	)	$	23,497
Other comprehensive income (loss):
	Unrealized gain (loss) on interest rate swaps			4,266		(4,266	)		—
Comprehensive income (loss)			$	36,216	$	(8,396	)	$	23,497

17. Earnings Per Share

          The following table sets forth the computation of basic and diluted earnings per share:

		Years Ended December 31,
			2002			2001			2000
Numerator:
	Net income (loss) from continuing operations		$	17,287		$	(6,989	)	$	18,672
	Discontinued operations			14,835			4,747			4,825
	Extraordinary item			—			(1,608	)		—
	Cumulative effect of change in accounting principle			(172	)		(280	)		—
	Dividends to preferred shareholders			(4,688	)		(4,688	)		(4,688	)
	Net income attributable to common shareholders		$	27,262		$	(8,818	)	$	18,809
Denominator (in thousands):
	Weighted-average shares outstanding			34,802			32,954			32,829
	Unvested restricted stock outstanding			(193	)		(284	)		(456	)
	Denominator for basic earnings per share			34,609			32,670			32,373
	Dilutive effect of stock options and unvested restricted stock			123			—			56
	Denominator for diluted earnings per share			34,732			32,670			32,429
Net income (loss) per common share:
	Basic		$	0.79		$	(0.27	)	$	0.58
	Diluted		$	0.79		$	(0.27	)	$	0.58

          The Company is the general partner in a limited partnership, formed to own and operate a shopping center in Milwaukee, Wisconsin, that issued limited partnership units initially valued at $3,000. Subject to certain conditions, the limited partnership units are exchangeable for cash or 139,535 shares of the Company’s common stock. As of December 31, 2002, none of the limited partnership units has

F-24

been exchanged for shares. Using the “if-converted” method, the effect of these units is antidilutive; therefore, they have been excluded from the computation of earnings per share.

F-25

18. Commitments

          As of December 31, 2002, the Company had 35 executed construction contracts related to its development projects and had approximately $13,441 in costs remaining to be incurred under these contracts, including retainage payable. Additionally, as of December 31, 2002, the Company had committed to purchase land at six development sites totaling $42,736, subject to certain due diligence contingencies.

          As of December 31, 2002, the Company guaranteed a $1,326 loan held by an unconsolidated entity. The loan is secured by land owned by the unconsolidated entity and matures on June 14, 2003. The guarantee is in effect though the loan maturity date.

          The Company had letters of credit outstanding from financial institutions totaling $1,276 as of December 31, 2002, which were not recorded on the balance sheet. The letters of credit were required by the municipalities at six of the Company’s projects to ensure completion of portions of the various projects.

          As of December 31, 2002, the Company had entered into employment agreements with certain key executives. The length of the contracts range from 1 to 2 years. The agreements provide for base salaries, minimum cash bonus payments and other routine provisions including stock and stock option vesting arrangements. Under each agreement, in the event employment is terminated following a “Change in Control,” as defined in the agreements, the Company is committed to pay certain benefits, including the payment of up to two years of the employee’s salary and specified bonuses, and accelerate the vesting of all restricted stock and stock options.

          The Company has an obligation to fund operating deficits of one of its unconsolidated entities. No such deficits have occurred to date.

19. Contingencies

          The Company and certain former officers and directors of the Company were subject to a consolidated class action lawsuit (the “Consolidated Class Action”) pending before the United States District Court for the Northern District of Georgia (the “Federal Court”). The Consolidated Class Action alleged that the defendants violated certain federal securities laws an participated in making material misstatements or omissions in public filings. On July 6, 2001, the Company, the current officers and directors named in the lawsuit, and certain former officers of the Company reached an agreement with the plaintiffs to settle the Consolidated Class Action.

          The terms of the settlement of the Consolidated Class Action are set forth in detail in the Stipulation and Agreement of Settlement filed with the Federal Court on August 14, 2001 (the “Class Action Settlement Agreement”). Under the terms of the Class Action Settlement Agreement, the Company and JDN Development agreed to pay the plaintiffs approximately $16,816 in cash and to issue 1,681,568 shares of the Company’s common stock. In addition, the Company and JDN Development agreed to provide a $4,000 guarantee that class members will receive a minimum of $7,500 by virtue of recoveries from or settlements with certain former officers and directors not dismissed from the Consolidated Class Action as well as the Company’s former outside legal counsel (the “Non-Settling Parties”).

          Moreover, the Company agreed to take action against such parties to recover damages it believes the Company has suffered as a result of their actions. Accordingly, on June 15, 2001 the Company filed claims in the Superior Court of Fulton County, Georgia against certain former officers of the Company, and Non-Settling Parties. The first $8,000 of amounts received from third parties in either the Consolidated Class Action or the actions brought by the Company will go to the class members, and amounts received in excess of $3,500 will reduce the Company’s $4,000 guarantee dollar-for-dollar. The Class Action

F-26

          Settlement Agreement also provides for a full release of the Company and JDN Development from all claims asserted in the Consolidated Class Action or that could have been asserted based on or in connection with the facts underlying the consolidated complaint.

          The settlement of the Consolidated Class Action on the terms set forth in the Class Action Settlement Agreement received final approval by the Federal Court on November 15, 2001. However, certain members of the class opted out of the lawsuit, and there can be no assurance that any of those individuals will not name the Company and/or JDN Development as parties to additional lawsuits. The Company funded the cash portion of the settlement on November 2, 2001 and issued the stock portion of the Class Action Settlement Agreement on December 14, 2001. The $4,000 guaranty payment referred to above was paid on March 15, 2002.

          During 2001, the Company was also subject to shareholder derivative lawsuits in Federal Court and in Fulton County Superior Court, that named the Company as a nominal defendant and raised claims against certain current and former members of management and the Company’s board of directors. On July 26, 2001, the Company and certain of the individual defendants reached an agreement to settle the Derivative Actions on terms set forth in a Stipulation of Settlement of Derivative Actions filed with the Federal Court on September 26, 2001 (the “Derivative Settlement Agreement”). Under the terms of the Derivative Settlement Agreement, the Company agreed to formalize certain corporate governance policies and to pay the plaintiffs’ attorneys’ fees using 248,000 shares of the Company’s common stock. The settlement received final approval by the Federal Court on November 15, 2001 and the shares were issued on December 14, 2001.

          The Company recorded a settlement expense of $43,469 related to the settlement of the Consolidated Class Actions and the Derivative Actions for the year ended December 31, 2001. In addition, the Company recorded $1,490 in legal and other costs that the Company expected to incur related to the aforementioned settlements.

          The Company is from time to time a party to legal proceedings that arise in the ordinary course of its business. The Company is not currently involved in any litigation the outcome of which would, in management’s judgement based on information currently available, have a material adverse effect on the results of operations or financial condition of the Company, nor is management aware of any such litigation threatened against the Company.

20. Related Party Transactions

          GeoSurvey, Ltd. Co. (“GeoSurvey”) performed survey work for the Company and until October 2000 was 50% owned by two former executive officers of JDN Development and 50% owned by an unrelated third party. In October 2000, the two former executive officer owners transferred their ownership interest to an unrelated third party. During the year ended December 31, 2000, the Company paid for services provided by GeoSurvey in the amount of $17. JDN Development paid additional amounts to Geosurvey in 2000.

          Comm-Aviation, LLC (“Comm-Aviation”), which was 99% owned by the Company’s former Chief Executive Officer, provided charter flight service to the Company. During the year ended December 31, 2000, the Company paid for services provided by Comm-Aviation in the amount of $47. JDN Development paid additional amounts to Comm-Aviation in 2000.

          Lightyear Holdings, Inc. (formerly Unidial Holdings, Inc.) (“Lightyear”), which was 31% owned by the Company’s former Chief Executive Officer through June 2, 2000, provided telecommunication services to the Company. The Company’s current Chief Executive Officer, who is also a member of the Company’s board, served as a board member of Lightyear from August 1996 until April 2000. During

F-27

the year ended December 31, 2000, the Company paid for services provided by Lightyear in the amount of $37.

          L3 Corporation (“L3”), a real estate company that provides leasing and brokerage services to tenants, is owned by the brother of an executive officer of the Company. During the years ended December 31, 2002 and 2001, the Company executed leases with a tenant in which L3 was listed as an exclusive broker along with another real estate company. Pursuant to the leases and related agreements, the Company paid the exclusive brokers $132 in 2002. Compensation for these services is determined to be at market rates.

21. Merger Agreement

          On March 13, 2003, the Company consummated an Agreement and Plan of Merger (the “Merger Agreement”) with Developers Diversified Realty Corporation (“DDR”) pursuant to which the Company’s common shareholders received 0.518 of a share of DDR common stock in exchange for each share of the Company’s common stock. In addition, the Company’s preferred shareholders received in exchange for each share of the Company’s preferred stock one share of a class of DDR voting preferred stock with similar terms and conditions as the Company’s preferred stock. The merger qualified as a tax-free reorganization and was approved by both companies’ shareholders. In conjunction with the transaction, DDR nominated the Company’s Chief Executive Officer to its Board of Directors at its special meeting to approve the merger. The nomination will be voted on at DDR’s annual meeting in 2003.

          On March 13, 2003, in connection with the merger, the Secured Credit Agreement (see Note 3) was repaid in full. It is anticipated that DDR will repay the MOPPRS (see Note 2) on March 31, 2003.

          In connection with the merger, the Company incurred approximately $3,282 in transaction related costs. These costs are reflected in Transaction costs on the consolidated Statements of Operations. Additionally, as stated in Note 18, in connection with the merger, the Company is committed to pay certain benefits, including the payment of salary and bonuses, and accelerate the vesting of all restricted stock and stock options.

          No adjustments have been made to the December 31, 2002 financial statements of the Company as a result of the merger with DDR.

22. Subsequent Events

          On March 11, 2003, the Company sold three of its shopping center properties containing 412,945 square feet with a cost basis of $31,271 to a third party purchaser for approximately $40,785. In connection with the sales, the buyer assumed three of the Company’s mortgage notes representing $33,364 in the aggregate.

23. Quarterly Financial Information (Unaudited)

          The following is a summary of the unaudited quarterly financial information for the years ended December 31, 2002 and 2001:

F-28

		First			Second			Third		Fourth
2002:
Revenues		$	26,910		$	25,216		$	24,857	$	26,763
Net income (loss) from continuing operations(2)		$	5,799		$	5,057		$	5,145	$	1,286
Discontinued operations			1,978			1,611			1,909		9,337
Extraordinary item			—			—			—		—
Cumulative effect of change in accounting principle			(172	)		—			—		—
Net income (loss)		$	7,605		$	6,668		$	7,054	$	10,623
Net income (loss) attributable to common shareholders		$	6,433		$	5,496		$	5,882	$	9,451
	Income (loss) per common share — basic:
	Income from continuing operations (net of taxes and preferred dividends)	$	0.14		$	0.11		$	0.12	$	—
	Discontinued operations		0.06			0.05			0.05		0.27
	Extraordinary item		—			—			—		—
	Cumulative effect of change in accounting principle		(0.01	)		—			—		—
	Net income (loss) attributable to common shareholders	$	0.19		$	0.16		$	0.17	$	0.27
	Income (loss) per common share — diluted:
	Income from continuing operations (net of taxes and preferred dividends)	$	0.14		$	0.11		$	0.12	$	—
	Discontinued operations		0.06			0.05			0.05		0.27
	Extraordinary item		—			—			—		—
	Cumulative effect of change in accounting principle		(0.01	)		—			—		—
	Net income (loss) attributable to common shareholders	$	0.19		$	0.16		$	0.17	$	0.27
2001:
Revenues		$	25,098		$	24,593		$	23,285	$	23,773
Net income (loss) from continuing operations		$	14,896		$	(44,092)	(1)	$	17,224	$	4,983
Discontinued operations			1,215			1,292			914		1,326
Extraordinary item			(1,608	)		—			—		—
Cumulative effect of change in accounting principle			(280	)		—			—		—
Net income (loss)		$	14,223		$	(42,800	)	$	18,138	$	6,309
Net income (loss) attributable to common shareholders		$	13,051		$	(43,973	)	$	16,966	$	5,138
	Income (loss) per common share — basic:
	Income from continuing operations (net of taxes and preferred dividends)	$	0.42		$	(1.39	)	$	0.49	$	0.12
	Discontinued operations		0.04			0.04			0.03		0.04
	Extraordinary item		(0.05	)		—			—		—
	Cumulative effect of change in accounting principle		(0.01	)		—			—		—
	Net income (loss) attributable to common shareholders	$	0.40		$	(1.35	)	$	0.52	$	0.16
	Income (loss) per common share — diluted:
	Income from continuing operations (net of taxes and preferred dividends)	$	0.42		$	(1.39	)	$	0.49	$	0.12
	Discontinued operations		0.04			0.04			0.03		0.04
	Extraordinary item		(0.05	)		—			—		—
	Cumulative effect of change in accounting principle		(0.01	)		—			—		—
	Net income (loss) attributable to common shareholders	$	0.40		$	(1.35	)	$	0.52	$	0.16

(1)	Second quarter 2001 net income was impacted by settlement expense, which included expenses related to the settlement of the Class and Derivative Actions. Settlement expense for the second quarter was $47,610 or $1.46 per share.
(2)	The operating results for the first, second and third quarter have been restated to comply with the reporting requirements of SFAS No. 144.

F-29

Report of Independent Auditors

Shareholders and Board of Directors
JDN Realty Corporation

          We have audited the accompanying consolidated balance sheets of JDN Realty Corporation as of December 31, 2002 and 2001 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of JDN Realty Corporation at December 31, 2002 and 2001 and the consolidated results of its operations and cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States.

          As discussed in the Real Estate Assets section of Note 1 to the consolidated financial statements, in 2002, the Company adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

	/s/  ERNST & YOUNG LLP
Atlanta, Georgia March 18, 2003

F-30

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2002
(Unaudited)

     The following unaudited pro forma condensed consolidated balance sheet is presented as if the Company’s acquisition of one property and the equity interests in two shopping centers in January 2003 and The Merger in March 2003 had occurred on December 31, 2002. This pro forma condensed consolidated balance sheet should be read in conjunction with the pro forma condensed consolidated statement of operations of the Company presented herein and the historical financial statements and notes thereto of (i) the Company included in the Developers Diversified Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, and (ii) JDN for the three years ended December 31, 2002 included elsewhere herein.

     The unaudited pro forma condensed consolidated balance sheet does not purport to represent what the actual financial position of the Company would have been at December 31, 2002, nor does it purport to represent the future financial position of the Company. DDR intends to account for The Merger utilizing the purchase method of accounting. The pro forma adjustments relating to The Merger are based on DDR’s preliminary purchase price allocation and certain estimates. DDR engaged an appraiser in the first quarter of 2003 and does not expect the final allocation to be completed until the second quarter of 2003. Therefore, the amounts included in the pro forma adjustments are preliminary and could change. There can be no assurance the final adjustments will not be materially different from those included herein.

F-31

Developers Diversified Realty Corporation

Pro Forma Condensed Consolidated Balance Sheet

December 31, 2002

(In thousands)

													Pro Forma			DDR Pro
				Historical			Acquired			Historical			Adjustments			Forma
				DDR			Properties			JDN(d)			(Unaudited)(e)			(Unaudited)
Assets
Real estate, net				$	2,395,264		$	44,816	(a)	$	1,018,807		$	43,031	(f)	$	3,501,918
Cash and cash equivalents					16,371			—			3,649			—			20,020
Investments in and advances to joint ventures					258,610			24,775	(b)		15,140			(3,339	)(g)		295,186
Notes receivable					11,662			—			—			—			11,662
Other assets					94,945			—			41,067			(6,954	)(h)		133,238
														(4,528	)(i)
														8,708	(j)
				$	2,776,852		$	69,591		$	1,078,663		$	36,918		$	3,962,024
Liabilities and Shareholders’ Equity
Unsecured indebtedness:
		Fixed rate senior notes		$	304,900		$	—		$	234,821		$	8,092	(k)	$	547,813
		Variable rate senior notes			100,000			—			—			—			100,000
		Variable rate term debt			22,120			—			—			—			22,120
		Bridge loan			—			—			—			300,000	(l)		300,000
		Revolving credit facility			433,500			61,165	(c)		—			11,570	(m)		441,756
														(64,479	)(l)
					860,520			61,165			234,821			255,183			1,411,689
Secured indebtedness:
		Revolving credit facility			12,500			—			62,000			13,521	(m)		12,500
														(75,521	)(l)
		Variable rate term debt			—			—			150,000			(150,000	)(l)		—
		Mortgage and other secured indebtedness			625,778			—			144,657			14,221	(k)		774,656
														(10,000	)(l)
					638,278			—			356,657			(207,779	)		787,156
			Total indebtedness		1,498,798			61,165			591,478			47,404			2,198,845
Accounts payable and accrued expense					68,438			8,426	(a)		15,675			—			92,539
Dividend payable					25,378			—			—			—			25,378
Other liabilities					23,632			—			13,802			13,746	(n)		51,180
					1,616,246			69,591			620,955			61,150			2,367,942
Minority interests					215,045			—			3,036			(1,502	)(o)		216,579
Shareholders’ equity:
		Class C — Preferred Shares			100,000			—			—			—			100,000
		Class D — Preferred Shares			54,000			—			—			—			54,000
		Class F — Preferred Shares			150,000			—			—			—			150,000
		Series A — Preferred Shares			—			—			20			(20	)(p)		—
		Voting Preferred Shares			—			—			—			50,000	(p)		50,000
		Common Shares			7,325			—			348			1,452	(q)		9,125
		Paid-in-capital			881,777			—			471,191			(91,049	)(r)		1,261,919
		Accumulated distributions in excess of net income			(154,621	)		—			(16,887	)		16,887	(s)		(154,621	)
		Accumulated other comprehensive loss			(588	)		—			—			—			(588	)
Less: Unearned compensation - restricted stock					(3,111	)		—			—			—			(3,111	)
	Common stock in treasury at cost				(89,221	)		—			—			—			(89,221	)
					945,561			—			454,672			(22,730	)		1,377,503
				$	2,776,852		$	69,591		$	1,078,663		$	36,918		$	3,962,024

F-32

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2002 (Continued)

(Unaudited)

(a)	Represents real estate assets acquired and liabilities assumed with the purchase of the shopping center property located in Gulfport, Mississippi.
(b)	Represents the purchase of an ownership interest in the properties acquired in 2003. Amounts are as follows (in thousands):

Paseo Colorado; Pasendena, California	$	7,754
Paradise Village Gateway; Phoenix, Arizona		17,021
	$	24,775

(c)	Increase in the revolving credit facility represents amounts drawn to fund the net purchase price of the three properties acquired in 2003 listed in (a) and (b) above.
(d)	Historical results of JDN included elsewhere herein.

(e)  Represents adjustments to record The Merger based upon the assumed purchase price of $1.1 billion assuming a market value of $21.22 per DDR common share, based upon the average of the closing prices of DDR common shares between October 2, 2002, and October 8, 2002, representing a couple of days before and after the announcement of The Merger. The calculation of the acquisition cost is as follows:

Issuance of 18.0 million DDR common shares based on a 0.518 exchange ratio in exchange for 34.7 million shares of JDN common stock		$	381,942
Issuance of 2,000,000 DDR 9 3/8% Cumulative Redeemable Voting Preferred Shares in exchange for 2,000,000 JDN 9 3/8% Series A Cumulative Redeemable Preferred Shares			50,000
Assumption of JDN’s minority interests			1,534
Assumption of JDN’s liabilities			43,223
Assumption of secured and unsecured indebtedness			591,478
Adjustment to JDN’s mortgage indebtedness to reflect fair value			22,313
Transaction costs			25,091
	Total merger acquisition cost	$	1,115,581

The following represents the estimated transaction costs:

Employee termination costs (1)	$	5,521
Investment advisory fees		14,000
Legal, accounting and other fees		5,570
	$	25,091

(1)  Determined in accordance with EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

(f)	Represents the difference between the historical cost of JDN’s real estate assets and the estimated fair market value. DDR engaged an appraiser in the first quarter of 2003 to perform certain valuations of the real estate assets and does not expect the final allocation to be completed until the second quarter of 2003. Therefore, the purchase price allocation is preliminary and is subject to change.
(g)	Represents the write-down of investment in and advances to joint venture assets to their estimated fair market value.
(h)	Represents the elimination of JDN’s straight-line rent receivable, net, which arose from the historical straight-lining of rental revenue.

(i)  Represents an adjustment to write off JDN’s deferred financing costs of $4,528, which was not assigned any value in the allocation of The Merger acquisition cost.

F-33

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2002   (continued)

(Unaudited)

(j)  Represents the net increase in other assets as follows:

Other assets:
	Write-off of the net book value of JDN’s personal property which was not assigned any value in the purchase price allocation	$	(3,551	)
	Other		1,729
			(1,822	)
Intangible assets:
	Estimated fair market value of development projects on which construction has not yet commenced (1)		7,899
	Leases (2)		2,631
			10,530
		$	8,708

(1)

Represents the estimated fair market value of projects under consideration by JDN. DDR believes there is inherent value to the sites that JDN has access to through options and other rights. In some cases, preliminary site plans and assessments have been performed.

(2)

Represents DDR management’s estimated fair value of in-place market leases. DDR has determined, based on its preliminary analysis, that JDN’s portfolio of leases are substantially at market. Therefore, no value was assigned to above or below market leases. DDR engaged an appraiser in the first quarter of 2003 to perform a review of certain leases for purposes of confirming the DDR analysis and does not expect the final allocation to be completed until the second quarter of 2003. Therefore, the purchase price allocation is preliminary and is subject to change.

(k)	To adjust JDN’s fixed rate senior notes and mortgage indebtedness to fair value, based on rates for debt with similar terms and remaining maturities.
(l)	Represents DDR’s bridge financing facility entered into for $300 million to repay JDN’s secured term loan, revolving credit facility and mortgage debt. It is anticipated that the balance of these proceeds will be used to repay JDN’s $75 million MOPPRS financing.
(m)	Represents additional borrowings on revolving credit facilities to finance transaction costs totaling an estimated $25,091 associated with the merger.
(n)	Represents the increase in other liabilities as follows:

Premium to retire MOPPRS debt	$	12,990
Other liabilities		756
	$	13,746

The adjustment for the premium to retire the MOPPRS debt represents the estimated fair value of the remarketing option sold by JDN to the remarketing agent at the original issuance of the underlying bonds. DDR expects to settle the option on the MOPPRS mandatory redemption date of March 31, 2003.

 (o)  The minority interest of JDN represents 139,535 operating partnership units which are exchangeable, in certain circumstances, into common shares of JDN. In The Merger, the operating partnership unit holders are subject to the same exchange ratio as the JDN common shareholders and the operating

F-34

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2002

(Unaudited)

	partnership units are exchangeable into 72,279 common shares of DDR. Accordingly, the adjustment represents the difference between the recorded amount of the operating partnership units and the fair value of the DDR operating partnership units exchanged at the merger date.
(p)	To record the issuance of 2,000,000 DDR 9 3/8% Cumulative Redeemable Voting Preferred Shares, without par value, in exchange for 2,000,000 JDN 9 3/8% Series A Cumulative Redeemable Preferred Shares at their estimated fair value. The shares are callable by DDR beginning September 2003.
(q)	To record the stated value, $0.10 per share, for approximately 18.0 million DDR common shares issued to JDN shareholders ($1,800) and eliminate the par value of common shares recorded by JDN ($348).
(r)	Reflects the net decrease in additional paid in capital as follows:

Issuance of 18.0 million DDR common shares based on a 0.518 exchange ratio in exchange for 34.7 million common shares of JDN	$	381,942
Less: Stated value of DDR common shares issued to JDN common shareholders (see Note (p))		(1,800	)
Elimination of JDN additional paid in capital		(471,191	)
Net decrease in paid in capital	$	(91,049	)

 (s)  Elimination of JDN equity accounts consistent with the purchase method of accounting.

F-35

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For The Year Ended December 31, 2002

      The unaudited pro forma condensed consolidated statement of operations is presented as if the following transactions had occurred on January 1, 2002: (i) the acquisition by DDR of 14 shopping centers or interests therein purchased from January 1, 2002, through March 17, 2003 (the “Acquired Properties”); (ii) the issuance of 2,511,931 common shares of the Company in conjunction with the acquisition of two shopping centers from Burnham Pacific Properties, Inc. (“Burnham”) in February 2002; (iii) the sale of 1,747,378 common shares in February 2002; (iv) the sale of 6,000,000 Class F Depositary Shares in March 2002 and the subsequent redemption of the 4,215,000 Class A and 1,775,000 Class B Depositary Shares in April 2002; and (v) The Merger with JDN.

      The following unaudited pro forma information is based upon the historical consolidated results of operations of DDR for the year ended December 31, 2002, giving effect to the transactions described above. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of DDR and JDN included in DDR’s Annual Report on Form 10-K for the year ended December 31, 2002 and JDN’s historical financial statements included elsewhere herein.

      The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the actual results of operations of DDR would have been assuming the transactions had been completed as set forth above, nor do they purport to represent DDR’s results of operations for future periods. DDR intends to account for the merger utilizing the purchase method of accounting. The pro forma adjustments relating to The Merger are based on DDR’s preliminary purchase price allocation and certain estimates. DDR engaged an appraiser in the first quarter of 2003 and does not expect the final allocation to be completed until the second quarter of 2003. Therefore, the amounts included in the pro forma adjustments are preliminary and could change. There can be no assurance that the final adjustments will not be materially different from those included herein.

F-36

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For Year Ended December 31, 2002

(In thousands, except share and per share data)
(Unaudited)

						Acquired						JDN
						Properties						Pro Forma			Company
			DDR			and Share			Historical			Adjustment			Pro Forma
			Historical			Offerings			JDN(g)			(Unaudited)			(Unaudited)
Revenues from rental properties			$	329,907		$	23,872	(a)	$	100,187					$	453,966
Management fees and other income				27,336			(464	)(a)		3,559						30,431
				357,243			23,408			103,746						484,397
Operating and maintenance				43,695			3,154	(a)		10,021						56,870
Real estate taxes				43,347			3,023	(a)		10,339						56,709
Depreciation and amortization				77,698			4,535	(a)		20,837			(4,418	)(h)		99,178
													526	(i)
General and administrative				29,392			75	(b)		11,328			—	(j)		40,795
Interest				76,831			4,866	(a)		33,450			(7,594	)(k)		107,871
							(162	)(e)
							480	(d)
Impairment charge										1,440						1,440
Settlement expense and other										4,293						4,293
				270,963			15,971			91,708			(11,486	)		367,156
Income before equity in net income of joint ventures, gain on disposition of real estate and real estate investments, minority interests and discontinued operations				86,280			7,437			12,038			11,486			117,241
Equity in net income of joint ventures				32,769			(947	)(c)		789						33,960
							1,349	(d)
Gain on disposition of real estate and real estate investments				3,429						4,616						8,045
Minority interests				(21,570	)		(10	)(a)		(156	)					(21,736	)
Income from continuing operations				100,908			7,829			17,287			11,486			137,510
Preferred dividends				(27,058	)		1,096	(f)		(4,688	)		4,688	(l)		(30,650	)
													(4,688	)(l)
Income applicable to common shareholders from continuing operations			$	73,850		$	8,925		$	12,599		$	11,486		$	106,860
Per share data:
	Basic earnings per share data:
		Income applicable to common shareholders from continuing operations	$	1.15											$	1.30	(m)
	Diluted earnings per share data:
		Income applicable to common shareholders from continuing operations	$	1.14											$	1.28	(m)
	Weighted average number of common shares (in thousands):
		Basic		63,807												82,495
		Diluted		64,837												83,525

F-37

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002 (continued)

(In thousands, except share and per share data)
(Unaudited)

(a) The following reflects revenues and expenses for the year ended December 31, 2002 of the properties acquired during 2002 and through March 17, 2003 through the earlier of the date of acquisition or December 31, as appropriate:

	Effective				Management			Real
Shopping	Date of				Fees &			Estate		Operating &		Depreciation		Interest		Minority
Center	Acquisition		Revenues		Other (3)			Taxes		Maintenance		(1)		(1)		Interest
Independence Commons; Independence, MO		2/11/02	$	688	$	(39	)	$	85	$	117	$	119	$	136	$	—
Hilltop Plaza; Richmond, CA (2)		2/28/02		798		(46	)		135		88		127		4		—
Van Ness Plaza; San Francisco, CA (2)		2/28/02		968		(35	)		55		313		137		71		—
Belden Park Crossings; Canton, OH		6/11/02		1,393		(62	)		110		81		272		328		—
Connecticut Commons; Plainville, CT		7/01/02		3,838		(200	)		546		515		755		794		2	(4)
Bandera Point; San Antonio, TX		7/26/02		2,923		(82	)		269		454		604		932		2	(4)
Fossil Creek, Fort Worth, TX		8/31/02		889		—			144		98		154		175		1	(5)
Lakepointe Crossing; Dallas, TX		8/31/02		2,674		—			486		419		447		508		2	(5)
Harbison Court; Columbia, SC		8/31/02		1,734		—			235		218		326		372		1	(5)
Riverchase Promenade; Birmingham, AL		8/31/02		1,077		—			86		178		189		215		1	(5)
Eastgate Plaza; Wichita, KS		8/31/02		1,656		—			266		189		267		305		1	(5)
Crossroads Center; Gulfport, Mississippi		1/31/03		5,234		—			606		484		1,138		1,026		—
			$	23,872	$	(464	)	$	3,023	$	3,154	$	4,535	$	4,866	$	10

(1) Determined depreciation utilizing a 31.5 year life for building based on the preliminary purchase price allocation. Interest was calculated at the Company’s estimated interest rate under its lines of credit (2.8% to 2.9%) and/or the following variable interest rates associated with the two mortgage notes incurred and one mortgage note assumed:

Property	Interest Rate	Principal
Independence, MO	Libor + 140 basis points	$	27,500
Canton, OH	Libor + 100 basis points	$	9,700
San Antonio, TX	Libor + 150 basis points	$	27,700

(2)	The acquisition of these properties was financed through the issuance of 2,511,931 common shares of the Company.
(3)	Represents management and other fees earned by the Company for those properties that were managed by the Company prior to their acquisition.

F-38

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002 (Continued)

(In thousands, except share and per share data)
(Unaudited)

(4)	Represents the effective 1.2% minority interest expense associated with the two shopping center properties located in Plainville, CT and San Antonio, TX.
(5)	Represents the 0.21% minority interest expense associated with the acquisition of the five properties located in Forth Worth, TX; Dallas, TX; Columbia, SC; Birmingham, AL and Wichita, KS.

(b)	The general and administrative expenses of the Company have been adjusted by $75 to reflect the estimated increased expenses expected to be incurred associated with additional operating personnel and related costs attributable to the increase in the Company’s portfolio of properties resulting from acquisitions and development activities.
(c)	Reflects the elimination of the equity in net income from joint ventures prior to the date of acquisition due to the purchase of the properties by the Company as follows:

Independence Commons; Independence, MO	$	(13	)
Belden Park Crossings; Canton, OH		(380	)
Connecticut Commons; Plainville, CT		(373	)
Bandera Point; San Antonio, TX		(181	)
	$	(947	)

(d) Reflects revenues and expenses for Paradise Village Gateway, Phoenix, AZ, acquired through a 67% noncontrolling joint venture interest, for the year ended December 31, 2002 as follows:

Revenues	$5,268
Operating and maintenance		474
Real estate taxes		610
Depreciation (1)		770
Interest (1)		1,401
		3,255
		2,013
Ownership interest		67	%
Equity in net income of joint venture	$	1,349

     (1) Determined depreciation utilizing a 40 year life for building based on the preliminary purchase price allocation and calculated interest at the effective interest rate (7.78%) associated with the mortgage debt assumed of $18.0 million. The depreciation expense adjustment considers the amortization of the basis difference between the Company’s investment and the historical cost of the property.

The Company’s purchase price was funded through cash obtained from the Company’s line of credit. As a result, an interest expense adjustment of $480 is reflected associated with the Company’s assumed $17.0 million investment in the joint venture calculated at the weighted average interest rate of 2.8%.

It is possible that the Company will be required to consolidate this entity or make additional disclosures related to its involvement with the entity in accordance with FASB Interpretation No. 46.

No revenue and expenses have been included in the pro forma statement of operations for the shopping center located in Pasadena, CA acquired in January 2003 since the center was either under redevelopment or in the lease-up phase during 2002. In addition, the Company did not assume any interest expense incurred relating to the funding of the purchase price as such amount would either be capitalized as a cost of the investment or would not be considered meaningful as the partial operations of the property are excluded from this presentation.

F-39

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002 (Continued)

(In thousands, except share and per share data)
(Unaudited)

(e)	Reflects the reduction of interest costs relating to variable rate indebtedness effectively repaid with the proceeds from the sale of 1,747,378 common shares completed in February 2002.
(f)	Reflects the adjustments to dividends associated with the issuance of 6,000,000, 8.60% Class F Depositary Shares and the redemption of 4,215,000, 9.5% Class A Depositary Shares and 1,775,000, 9.44% Class B Depositary Shares.
(g)	Historical results of JDN included elsewhere herein.
(h)	To reflect depreciation expense utilizing a 31.5 year life for building. Depreciation expense is calculated based on a preliminary purchase price allocation. The adjustment is calculated as follows:

Fair market value of real estate assets	$	1,061,838
Less: Non-depreciable real estate assets		(544,637	)
Depreciable buildings and improvements	$	517,201
Depreciation expense based on a 31.5 year life	$	16,419
Less: Depreciation expense recorded by JDN		(20,837	)
Depreciation expense adjustment	$	(4,418	)

The allocation of the fair market value of real estate assets between buildings and improvements and non-depreciable real estate, principally land, is preliminary and based upon certain estimates.

(i)	To reflect amortization of deferred lease costs representing the assigned fair value of in-place market leases (see Note (j)(2) to pro forma balance sheet) over the estimated remaining lives of the tenant leases, which is estimated to be five years.
(j)	DDR’s management has estimated there will be a reduction of general and administrative expenses as a result of the merger of approximately $7.0 million on a pro forma basis. The general and administrative expense savings have not been included in the unaudited pro forma condensed consolidated statement of operations. There can be no assurance that DDR will be successful in realizing anticipated cost savings.
(k)	To reflect the decrease in interest expense as follows:

Elimination of JDN’s amortization of mortgage procurement costs (see Note (i) to pro forma balance sheet)	$	(3,670	)
Estimated interest savings due to DDR’s lower borrowing costs		(2,762	)
Amortization of excess fair value over historical cost of debt assumed		(3,193	)
Adjustment to capitalized interest based on weighted-average interest rates		2,031
	$	(7,594	)

Assumes utilization of DDR’s revolving credit or bridge facilities which bear interest at LIBOR plus 100 basis points compared to JDN’s secured revolving credit facility which bears interest at LIBOR plus 212.5 basis points creating an interest savings of approximately $2.7 million, based on JDN’s estimated average outstanding borrowings of approximately $221 million. The additional interest assumed to be capitalized was calculated using a weighted-average interest rate of 5.65%.

Since the interest rate on the revolving credit facility is based on a spread over LIBOR, the rates will periodically change. If the interest rate on the credit facilities increases or decreases by 12.5 basis points, the following adjustment would be made to interest expense.

Adjustment to twelve month interest expense if rate increases 12.5 basis points	$	303
Adjustment to twelve month interest expense if rate decreases 12.5 basis points	$	(303	)

(l)  Reflects (i) the elimination of the dividend on the 2,000,000 JDN 9 3/8% Series A Cumulative Redeemable Preferred Shares which were exchanged for 2,000,000 DDR 9 3/8% Cumulative Redeemable Voting Preferred Shares and (ii) the corresponding dividends assumed to be paid on the 2,000,000 DDR 9 3/8% Cumulative Redeemable Voting Preferred Shares. See Note (o) to the pro forma balance sheet.

F-40

DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002 (Continued)

(In thousands, except share and per share data)
(Unaudited)

(m)  Pro forma income per common share is based upon the weighted-average number of DDR common shares assumed to be outstanding during 2002 and includes all shares issued in conjunction with the common share offering in 2002, the issuance of the DDR common shares in connection with the purchase of the two shopping centers from Burnham and The Merger. The final number of DDR common shares assumed to be issued in connection with the merger will not be known until the merger is consummated.

In accordance with the SFAS 128, earnings per share before extraordinary item is calculated as follows:

	Income from continuing operations		$	137,510
	Less: Preferred stock dividends			(30,650	)
	Basic and diluted EPS – Income from continuing operations and applicable to common shareholders		$	106,860
Number of shares:
	Basic – average shares outstanding			82,495
	Effect of dilutive securities:
		Stock options		954
		Restricted stock		76
	Diluted average shares outstanding			83,525
Per share data:
	Basic earnings per share data:
		Income applicable to common shareholders from continuing operations	$	1.30
	Diluted earnings per share data:
		Income applicable to common shareholders from continuing operations	$	1.28

F-41

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEVELOPERS DIVERSIFIED REALTY CORPORATION
Date March 19, 2003	/s/ William H. Schafer
	William H. Schafer
	Senior Vice President and Chief Financial Officer

F-42 EX-3.1 3 l99550aexv3w1.txt EXHIBIT 3.1 AMENDED & RESTATED ARTICLES OF INCORP. Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DEVELOPERS DIVERSIFIED REALTY CORPORATION The undersigned, desiring to form a corporation for profit under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, does hereby certify: FIRST: The name of the Corporation shall be Developers Diversified Realty Corporation. SECOND: The place in the State of Ohio where the principal office of the Corporation is located is Beachwood, Cuyahoga County. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code. FOURTH: The authorized number of shares of the Corporation is 109,000,000, consisting of 100,000,000 Common Shares, without par value (hereinafter called "Common Shares"), 750,000 Class A Cumulative Preferred Shares, without par value (hereinafter called "Class A Shares"), 750,000 Class B Cumulative Preferred Shares, without par value (hereinafter called "Class B Shares"), 750,000 Class C Cumulative Preferred Shares, without par value (hereinafter called "Class C Shares"), 750,000 Class D Cumulative Preferred Shares, without par value (hereinafter called "Class D Shares"), 750,000 Class E Cumulative Preferred Shares, without par value (hereinafter called "Class E Shares"), 750,000 Class F Cumulative Preferred Shares, without par value (hereinafter called "Class F Shares"), 750,000 Class G Cumulative Preferred Shares, without par value (hereinafter called "Class G Shares"), 750,000 Class H Cumulative Preferred Shares, without par value (hereinafter called "Class H Shares"), 750,000 Class I Cumulative Preferred Shares, without par value (hereinafter called "Class I Shares"), 750,000 Class J Cumulative Preferred Shares, without par value (hereinafter called "Class J Shares"), 750,000 Class K Cumulative Preferred Shares, without par value (hereinafter called "Class K Shares"), and 750,000 Noncumulative Preferred Shares, without par value (hereinafter called "Noncumulative Shares"). The Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Class K Shares are sometimes collectively referred to herein as the "Cumulative Shares." DIVISION A I. The Class A Cumulative Preferred Shares. The Class A Shares shall have the following express terms: Section 1. Series. The Class A Shares may be issued from time to time in one or more series. All Class A Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class A Shares shall rank on a parity with the Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on the Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class A Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; 2 (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item I) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class A Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class A Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class A Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class A Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class A Shares, shall be paid or declared or any distribution be made, except as 3 aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class A Shares, nor shall any Common Shares or any other shares ranking junior to the Class A Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class A Shares received by the Corporation subsequent to the date of first issuance of Class A Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item I. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class A Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class A Shares shall be the amount that the total dividends paid or made available to the holders of the Class A Shares for the year bears to the Total Dividends. 4 Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class A Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item I; and (2) Shall, from time to time, make such redemptions of each series of Class A Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item I; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class A Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item I prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class A Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class A Shares so to be redeemed amounts equal to the redemption price of the Class A Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class A Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class A Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. 5 (c) Any Class A Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class A Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class A Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class A Shares, unless all dividends on all Class A Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class A Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class A Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item I, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class A Shares of the full preferential amounts as aforesaid, the holders of Class A Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. 6 Section 5. Voting. (a) The holders of Class A Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class A Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class A Shares, voting separately as a class, together with all Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class A Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class A Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class A Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class A Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. (2) In the event of default entitling holders of Class A Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class A Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class A Shares. At any meeting at which such holders of Class A Shares shall be entitled to elect directors, holders of 50% of such Class A Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class A Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of 7 the Corporation, the two directors who may be elected by such holders of Class A Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class A Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class A Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class A Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class A Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class A Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class A Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class A Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the 8 Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class A Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class A Shares or of any shares ranking on a parity with or junior to the Class A Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class A Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class A Shares. (e) In the event, and only to the extent, that (1) Class A Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class A Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class A Shares or of any shares ranking on a parity with or junior to the Class A Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. 9 1/2% Class A Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class A Shares, 460,000 shares are designated as a series entitled "9 1/2% Class A Cumulative Redeemable Preferred Shares" (hereinafter called "9 1/2% Class A Preferred Shares"). The 9 1/2% Class A Preferred Shares shall have the express terms set forth in this Item I as being applicable to all Class A Shares as a class and, in addition, the following express terms applicable to all 9 1/2% Class A Preferred Shares as a series of Class A Shares: (a) The annual dividend rate of the 9 1/2% Class A Preferred Shares shall be 9 1/2% of the liquidation preference of $250.00 per share. 9 (b) Dividends on the 9 1/2% Class A Preferred Shares shall be payable, if declared, quarterly on or about the 15th day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on December 15, 1995. The dividends payable for each full quarterly dividend period on each 9 1/2% Class A Preferred Share shall be $5.94. Dividends for the initial dividend period on the 9 1/2% Class A Preferred Shares, or for any period shorter or longer than a full dividend period on the 9 1/2% Class A Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 9 1/2% Class A Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 9 1/2% Class A Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 9 1/2% Class A Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 9 1/2% Class A Preferred Shares, dividends shall be cumulative from the date of the initial issue of 9 1/2% Class A Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 9 1/2% Class A Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 9 1/2% Class A Preferred Shares may not be redeemed prior to November 15, 2000. At any time or from time to time on and after November 15, 2000 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 9 1/2% Class A Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities 10 convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 9 1/2% Class A Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 9 1/2% Class A Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 9 1/2% Class A Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Item I, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. II. The Class B Cumulative Preferred Shares. The Class B Cumulative Preferred Shares shall have the following express terms: Section 1. Series. The Class B Shares may be issued from time to time in one or more series. All Class B Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class B Shares shall rank on a parity with the Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on the Cumulative Shares are cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class B Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; 11 (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item II) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), both inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class B Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class B Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class B Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class B Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to the Noncumulative Shares, only with respect to the then current 12 dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class B Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class B Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class B Shares, nor shall any Common Shares or any other shares ranking junior to the Class B Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class B Shares received by the Corporation subsequent to the date of first issuance of Class B Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment thereof set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item II. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption, retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class B Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under 13 the Code and to the extent that it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class B Shares shall be the amount that the total dividends paid or made available to the holders of the Class B Shares for the year bears to the Total Dividends. 14 Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class B Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item II; and (2) Shall, from time to time, make such redemptions of each series of Class B Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item II; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class B Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item II prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class B Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class B Shares so to be redeemed amounts equal to the redemption price of the Class B Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class B Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class B Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. 15 (c) Any Class B Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class B Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class B Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class B Shares, unless all dividends on all Class B Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class B Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class B Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item II, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class B Shares of the full preferential amounts as aforesaid, the holders of Class B Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. 16 Section 5. Voting. (a) The holders of Class B Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class B Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of Class B Shares, voting separately as a class, together with all Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class B Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class B Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class B Shares then outstanding shall have been paid or declared and a sum sufficient therefor set aside for payment, whereupon the holders of such Class B Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. (2) In the event of default entitling holders of Class B Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class B Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class B Shares. At any meeting at which such holders of Class B Shares shall be entitled to elect directors, holders of 50% of such Class B Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class B Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class B 17 Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation nor require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class B Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class B Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class B Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class B Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class B Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class B Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class B Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or 18 other rights of the holders of Class B Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class B Shares or of any shares ranking on a parity with or junior to the Class B Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class B Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such Class B Shares. (e) In the event, and only to the extent, that (1) Class B Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class B Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class B Shares or of any shares remaining on a parity with or junior to the Class B Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of such series. Section 6. 9.44% Class B Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class B Shares, 177,500 shares are designated as a series entitled "9.44% Class B Cumulative Redeemable Preferred Shares" (hereinafter called "9.44% Class B Preferred Shares"). The 9.44% Class B Preferred Shares shall have the express terms set forth in this Item II as being applicable to all Class B Shares as a class and, in addition, the following express terms applicable to all 9.44% Class B Preferred Shares as a series of Class B Shares: (a) The annual dividend rate of the 9.44% Class B Preferred Shares shall be 9.44% of the liquidation preference of $250.00 per share. (b) Dividends on the 9.44% Class B Preferred Shares shall be payable, if declared, quarterly on or about the 15th day of March, June, September, and 19 December each year, the first quarterly dividend being payable, if declared, on March 15, 1996. The dividends payable for each full quarterly dividend period on each 9.44% Class B Preferred Share shall be $5.90. Dividends for the initial dividend period on the 9.44% Class B Preferred Shares, or for any period shorter or longer than a full dividend period on the 9.44% Class B Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 9.44% Class B Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 9.44% Class B Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 9.44% Class B Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 9.44% Class B Preferred Shares, dividends shall be cumulative from the date of the initial issue of 9.44% Class B Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 9.44% Class B Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 9.44% Class B Preferred Shares may not be redeemed prior to December 26, 2000. At any time or from time to time on and after December 26, 2000 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 9.44% Class B Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. 20 (e) The amount payable per 9.44% Class B Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 9.44% Class B Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 9.44% Class B Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Item II, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. III. The Class C Cumulative Preferred Shares. The Class C Shares shall have the following express terms: Section 1. Series. The Class C Shares may be issued from time to time in one or more series. All Class C Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class C Shares shall rank on a parity with the Class A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class C Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, 21 shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item III) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class C Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class C Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class C Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class C Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, 22 Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class C Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class C Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class C Shares, nor shall any Common Shares or any other shares ranking junior to the Class C Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class C Shares received by the Corporation subsequent to the date of first issuance of Class C Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item III. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class C Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion 23 of the Capital Gains Amount that shall be allocable to holders of the Class C Shares shall be the amount that the total dividends paid or made available to the holders of the Class C Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class C Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item III; and (2) Shall, from time to time, make such redemptions of each series of Class C Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item III; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class C Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item III prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class C Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class C Shares so to be redeemed amounts equal to the redemption price of the Class C Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class C Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class C Shares which have been called for redemption shall not within six years after such deposit claim the amount 24 deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class C Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class C Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class C Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class C Shares, unless all dividends on all Class C Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class C Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class C Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item III, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class C Shares of the full preferential amounts as aforesaid, the holders of Class C Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. 25 (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class C Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class C Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class C Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class C Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class C Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class C Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class C Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class C Shares, at any time during which the Corporation is in default in the payment of dividends on such Class C Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class C Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class C Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class C 26 Shares. At any meeting at which such holders of Class C Shares shall be entitled to elect directors, holders of 50% of such Class C Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class C Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class C Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class C Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class C Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class C Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class C Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class C Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class C Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. 27 (d) The affirmative vote of the holders of at least two-thirds of the Class C Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class C Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class C Shares or of any shares ranking on a parity with or junior to the Class C Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class C Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class C Shares. (e) In the event, and only to the extent, that (1) Class C Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class C Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class C Shares or of any shares ranking on a parity with or junior to the Class C Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. 8 3/8% Class C Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class C Shares, 460,000 shares are designated as a series entitled "8 3/8% Class C Cumulative Redeemable Preferred Shares" (hereinafter called "8 3/8% Class C Preferred Shares"). The 8 3/8% Class C Preferred Shares shall have the express 28 terms set forth in this Division as being applicable to all Class C Shares as a class and, in addition, the following express terms applicable to all 8 3/8% Class C Preferred Shares as a series of Class C Shares: (a) The annual dividend rate of the 8 3/8% Class C Preferred Shares shall be 8 3/8% of the liquidation preference of $250.00 per share. (b) Dividends on the 8 3/8% Class C Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on September 15, 1998. The dividends payable for each full quarterly dividend period on each 8 3/8% Class C Preferred Share shall be $5.234375. Dividends for the initial dividend period on the 8 3/8% Class C Preferred Shares, or for any period shorter or longer than a full dividend period on the 8 3/8% Class C Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8 3/8% Class C Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 8 3/8% Class C Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 8 3/8% Class C Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8 3/8% Class C Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8 3/8% Class C Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8 3/8% Class C Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 8 3/8% Class C Preferred Shares may not be redeemed prior to July 7, 2003. At any time or from time to time on and after July 7, 2003 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 8 3/8% Class C Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and 29 unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 8 3/8% Class C Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 8 3/8% Class C Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 8 3/8% Class C Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Division A-III, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. IV. The Class D Cumulative Preferred Shares. The Class D Shares shall have the following express terms: Section 1. Series. The Class D Shares may be issued from time to time in one or more series. All Class D Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class D Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class D Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the 30 series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item IV) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class D Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class D Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class D Shares for any dividend period unless at the same time (i) a like proportionate dividend for 31 the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class D Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class D Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class D Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class D Shares, nor shall any Common Shares or any other shares ranking junior to the Class D Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class D Shares received by the Corporation subsequent to the date of first issuance of Class D Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item IV. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class D Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as 32 amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class D Shares shall be the amount that the total dividends paid or made available to the holders of the Class D Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class D Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item IV; and (2) Shall, from time to time, make such redemptions of each series of Class D Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item IV; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class D Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item IV prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class D Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class D Shares so to be redeemed amounts equal to the redemption price of the Class D Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or 33 claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class D Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class D Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class D Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class D Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class D Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class D Shares, unless all dividends on all Class D Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class D Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class D Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item IV, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are 34 respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class D Shares of the full preferential amounts as aforesaid, the holders of Class D Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class D Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class D Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class D Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class D Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class D Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class D Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class D Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class D Shares, at any time during which the Corporation is in default in the payment of dividends on such Class D Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class D Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of 35 such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class D Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class D Shares. At any meeting at which such holders of Class D Shares shall be entitled to elect directors, holders of 50% of such Class D Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class D Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class D Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class D Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class D Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class D Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class D Shares and of all such other shares then entitled so to vote, 36 voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class D Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class D Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class D Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class D Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class D Shares or of any shares ranking on a parity with or junior to the Class D Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class D Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class D Shares. (e) In the event, and only to the extent, that (1) Class D Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class D Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class D Shares or of any shares ranking on a parity with or junior to the Class D Shares nor the 37 Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. 8.68% Class D Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class D Shares, 230,000 shares are designated as a series entitled "8.68% Class D Cumulative Redeemable Preferred Shares" (hereinafter called "8.68% Class D Preferred Shares"). The 8.68% Class D Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class D Shares as a class and, in addition, the following express terms applicable to all 8.68% Class D Preferred Shares as a series of Class D Shares: (a) The annual dividend rate of the 8.68% Class D Preferred Shares shall be 8.68% of the liquidation preference of $250.00 per share. (b) Dividends on the 8.68% Class D Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on December 15, 1998. The dividends payable for each full quarterly dividend period on each 8.68% Class D Preferred Share shall be $5.425. Dividends for the initial dividend period on the 8.68% Class D Preferred Shares, or for any period shorter or longer than a full dividend period on the 8.68% Class D Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8.68% Class D Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 8.68% Class D Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 8.68% Class D Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8.68% Class D Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8.68% Class D Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8.68 % Class D Preferred Shares and ending on the payment date of 38 that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 8.68% Class D Preferred Shares may not be redeemed prior to August 20, 2003. At any time or from time to time on and after August 20, 2003 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 8.68% Class D Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 8.68% Class D Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 8.68% Class D Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 8.68% Class D Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Division A-IV, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. V. The Class E Cumulative Preferred Shares. The Class E Shares shall have the following express terms: Section 1. Series. The Class E Shares may be issued from time to time in one or more series. All Class E Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class E Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to 39 all Class E Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item V) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. 40 Section 2. Dividends. (a) The holders of Class E Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class E Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class E Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class E Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class E Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class E Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class E Shares, nor shall any Common Shares or any other shares ranking junior to the Class E Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class E Shares received by the Corporation subsequent to the date of first issuance of Class E Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund 41 provided for shares of such series in accordance with the provisions of Section 1 of this Item V. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class E Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class E Shares shall be the amount that the total dividends paid or made available to the holders of the Class E Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class E Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item V; and (2) Shall, from time to time, make such redemptions of each series of Class E Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item V; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class E Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item V prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the 42 aggregate redemption price of Class E Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class E Shares so to be redeemed amounts equal to the redemption price of the Class E Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class E Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class E Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class E Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class E Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class E Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class E Shares, unless all dividends on all Class E Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. 43 Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class E Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class E Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item V, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class E Shares of the full preferential amounts as aforesaid, the holders of Class E Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class E Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class E Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class E Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class E Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class E Shares are present in person or by proxy; and provided 44 further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class E Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class E Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class E Shares, at any time during which the Corporation is in default in the payment of dividends on such Class E Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class E Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class E Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class E Shares. At any meeting at which such holders of Class E Shares shall be entitled to elect directors, holders of 50% of such Class E Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class E Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class E Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class E Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class E Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, 45 resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class E Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class E Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class E Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class E Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class E Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class E Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class E Shares or of any shares ranking on a parity with or junior to the Class E Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class E Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class E Shares. 46 (e) In the event, and only to the extent, that (1) Class E Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class E Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class E Shares or of any shares ranking on a parity with or junior to the Class E Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. Class E Series I Cumulative Preferred Shares. (a) DESIGNATION AND AMOUNT. Of the 750,000 authorized Class E Cumulative Preferred Shares, without par value, 750,000 are designated as a series designated as "Class E Series I Cumulative Preferred Shares" (the "Series I Preferred Shares"). The Series I Preferred Shares have the express terms set forth in this Division as being applicable to all Preferred Shares as a class and, in addition, the following express terms applicable to all Series I Preferred Shares as a series of Preferred Shares. The number of Series I Preferred Shares may be increased or decreased by resolution of the Board of Directors and by the filing of a certificate of amendment pursuant to the provisions of the General Corporation Law of the State of Ohio stating that such increase or reduction has been so authorized; however, no decrease shall reduce the number of Series I Preferred Shares to a number less than that of the Series I Preferred Shares then outstanding plus the number of Series I Preferred Shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Company. (b) DIVIDENDS AND DISTRIBUTIONS. (1) (i) Subject to the rights of the holders of any series of preferred shares (or any similar shares) ranking prior to the Series I Preferred Shares with respect to dividends, the holders of Series I Preferred Shares, in preference to the holders of Common Shares and of any other junior shares, will be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of March, June, September and December in each year (each such date being 47 referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series I Preferred Share or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares after the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, after the first issuance of any Series I Preferred Share or fraction thereof. The multiple of cash and noncash dividends declared on the Common Shares to which holders of the Series I Preferred Shares are entitled, which is 10,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." If the Company at any time after May 26, 1999 (the "Rights Declaration Date"): (i) declares or pays any dividend on the Common Shares payable in Common Shares, or (ii) effects a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends that holders of Series I Preferred Shares are entitled to receive will be the Dividend Multiple applicable immediately prior to that event multiplied by a fraction, the numerator of which is the number of Common Shares outstanding immediately after that event and the denominator of which is the number of Common Shares that were outstanding immediately prior to that event. (ii) Notwithstanding anything else contained in this paragraph (1), the Company shall, out of funds legally available for that purpose, declare a dividend or distribution on the Series I Preferred Shares as provided in this paragraph (1) immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); but if no dividend or distribution has been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series I Preferred Shares shall nevertheless accrue on such subsequent Quarterly Dividend Payment Date. (2) Dividends will begin to accrue and be cumulative on outstanding Series I Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series I Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend 48 Payment Date, in which case dividends on such shares will begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series I Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will not bear interest. Dividends paid on the Series I Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix in accordance with applicable law a record date for the determination of holders of Series I Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than such number of days prior to the date fixed for the payment thereof as may be allowed by applicable law. (c) REACQUIRED SHARES. Any Series I Preferred Shares purchased or otherwise acquired by the Company in any manner whatsoever will be retired and canceled promptly after the acquisition thereof. All such shares will upon their cancellation become authorized but unissued preferred shares and may be reissued as part of a new series of Preferred Shares to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. (d) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Company, no distribution may be made (x) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series I Preferred Shares unless, prior thereto, the holders of Series I Preferred Shares shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of Common Shares, or (y) to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series I Preferred Shares, except distributions made ratably on the Series I Preferred Shares and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. If the Company at any time after the Rights Declaration Date (i) declares or pays any dividend on Common Shares payable in Common Shares, or (ii) effects a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the aggregate amount per share to which holders of Series I Preferred Shares were entitled immediately prior to such event under clause (x) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such 49 event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Company with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Company, will be considered to be a liquidation, dissolution or winding up of the Company within the meaning of this paragraph (d). (e) CONSOLIDATION, MERGER, ETC. If the Company shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other shares, stock or securities, cash or any other property, then in any such case the Series I Preferred Shares will at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of shares, stock, securities, or other property, as the case may be, into which or for which each Common Share is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series I Preferred Shares. If the Company at any time after the Rights Declaration Date (i) declares or pays any dividend on Common Shares payable in Common Shares, or (ii) effects a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of Series I Preferred Shares will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. (f) REDEMPTION. The Series I Preferred Shares are not redeemable, but the foregoing does not limit the ability of the Company to purchase or otherwise deal in the Series I Preferred Shares to the extent otherwise permitted hereby and by law. (g) AMENDMENT. The Amended and Restated Articles of Incorporation of the Company, as amended, may not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series I Preferred Shares so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding Series I Preferred Shares, voting separately as a class. (h) FRACTIONAL SHARES. Series I Preferred Shares may be issued in whole shares or in any fraction of a share that is one ten-thousandth (1/10,000th) of a share or any integral multiple of such fraction, which will entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of 50 holders of Series I Preferred Shares. In lieu of fractional shares, the Company may elect to make a cash payment as provided in that certain Rights Agreement dated as of May 26, 1999, between the Company and National City Bank, a national banking association, as rights agent, for fractions of a share smaller than one ten-thousandth (1/10,000th) of a share or any integral multiple thereof. VI. The Class F Cumulative Preferred Shares. The Class F Shares shall have the following express terms: Section 1. Series. The Class F Shares may be issued from time to time in one or more series. All Class F Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class F Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class F Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; 51 (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VI) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class F Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class F Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class F Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class F Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. 52 (b) So long as any Class F Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class F Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class F Shares, nor shall any Common Shares or any other shares ranking junior to the Class F Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class F Shares received by the Corporation subsequent to the date of first issuance of Class F Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item VI. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class F Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class F Shares shall be the amount that the total dividends paid or made available to the holders of the Class F Shares for the year bears to the Total Dividends. 53 Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class F Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item VI; and (2) Shall, from time to time, make such redemptions of each series of Class F Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item VI; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class F Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item VI prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class F Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class F Shares so to be redeemed amounts equal to the redemption price of the Class F Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class F Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class F Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. 54 (c) Any Class F Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class F Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class F Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class F Shares, unless all dividends on all Class F Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class F Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class F Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item VI, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class F Shares of the full preferential amounts as aforesaid, the holders of Class F Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. 55 Section 5. Voting. (a) The holders of Class F Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class F Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class F Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class F Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class F Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class F Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class F Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class F Shares, at any time during which the Corporation is in default in the payment of dividends on such Class F Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class F Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class F Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class F Shares. At any meeting at which such holders of Class F Shares shall be entitled to elect directors, holders of 50% of such Class F Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class F Shares are entitled to elect as herein provided. 56 Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class F Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class F Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class F Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class F Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class F Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class F Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class F Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class F Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: 57 (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class F Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class F Shares or of any shares ranking on a parity with or junior to the Class F Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class F Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class F Shares. (e) In the event, and only to the extent, that (1) Class F Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class F Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class F Shares or of any shares ranking on a parity with or junior to the Class F Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. SECTION 6. 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES. Of the 750,000 authorized Class F Shares, 690,000 shares are designated as a series entitled "8.60% Class F Cumulative Redeemable Preferred Shares" (hereinafter called "8.60% Class F Preferred Shares"). The 8.60% Class F Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class F Shares as a class and, in addition, the following express terms applicable to all 8.60% Class F Preferred Shares as a series of Class F Shares: (a) The annual dividend rate of the 8.60% Class F Preferred Shares shall be 8.60% of the liquidation preference of $250.00 per share. (b) Dividends on the 8.60% Class F Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on June 15, 2002. The dividends payable for each full quarterly dividend period on each 8.60% Class F Preferred Shares shall be $0.5375. Dividends for the initial dividend period on the 8.60% Class F Preferred Shares, or for any period shorter or longer than a full dividend period on the 8.60% Class F Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8.60% Class F Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 8.60% Class F Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 8.60% Class F Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8.60% Class F Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8.60% Class F Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8.60% Class F Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 8.60% Class F Preferred Shares may not be redeemed prior to March 27, 2007. At any time or from time to time on and after March 27, 2007 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 8.60% Class F Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 8.60% Class F Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 8.60% Class F Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 8.60% Class F Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Division A-VI, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. VII. The Class G Cumulative Preferred Shares. The Class G Shares shall have the following express terms: Section 1. Series. The Class G Shares may be issued from time to time in one or more series. All Class G Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class G Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D 58 Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class G Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section) the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VII) on the issuance of shares of the same series or of any other class or series. 59 The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class G Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class G Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class G Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class G Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class G Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class G Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class G Shares, nor shall any Common Shares or any other shares ranking junior to the Class G Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class G Shares received by the Corporation subsequent to the date of first issuance of Class G Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; 60 (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item VII. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class G Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class G Shares shall be the amount that the total dividends paid or made available to the holders of the Class G Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class G Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item VII; and (2) Shall, from time to time, make such redemptions of each series of Class G Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item VII; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b)(1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class G Shares to be redeemed at their 61 respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item VII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class G Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class G Shares so to be redeemed amounts equal to the redemption price of the Class G Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class G Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class G Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class G Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class G Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class G Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class G Shares, unless all dividends on all Class G Shares then outstanding for all previous and current dividend periods shall have been 62 declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class G Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class G Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item VII, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class G Shares of the full preferential amounts as aforesaid, the holders of Class G Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class G Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class G Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class G Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class G 63 Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class G Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class G Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class G Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class G Shares, at any time during which the Corporation is in default in the payment of dividends on such Class G Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class G Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class G Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class G Shares. At any meeting at which such holders of Class G Shares shall be entitled to elect directors, holders of 50% of such Class G Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class G Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class G Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class G Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class G Shares in respect of elections of directors as provided in 64 this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class G Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class G Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class G Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class G Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class G Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class G Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class G Shares or of any shares ranking on a parity with or junior to the Class G Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class G Shares; or 65 (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class G Shares. (e) In the event, and only to the extent, that (1) Class G Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class G Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class G Shares or of any shares ranking on a parity with or junior to the Class G Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. VIII. The Class H Cumulative Preferred Shares. The Class H Shares shall have the following express terms: Section 1. Series. The Class H Shares may be issued from time to time in one or more series. All Class H Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class H Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class H Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: 66 (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item VIII) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class H Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class H Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 67 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class H Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class H Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class H Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class H Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class H Shares, nor shall any Common Shares or any other shares ranking junior to the Class H Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class H Shares received by the Corporation subsequent to the date of first issuance of Class H Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item VIII. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class H Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or 68 otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class H Shares shall be the amount that the total dividends paid or made available to the holders of the Class H Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class H Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item VIII; and (2) Shall, from time to time, make such redemptions of each series of Class H Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item VIII; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class H Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item VIII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class H Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class H Shares so to be redeemed amounts equal to the redemption price of the Class H Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit 69 of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class H Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class H Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class H Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class H Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class H Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class H Shares, unless all dividends on all Class H Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class H Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class H Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item VIII, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to 70 such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class H Shares of the full preferential amounts as aforesaid, the holders of Class H Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class H Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class H Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class H Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class H Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class H Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class H Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class H Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class H Shares, at any time during which the Corporation is in default in the payment of dividends on such 71 Class H Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class H Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class H Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class H Shares. At any meeting at which such holders of Class H Shares shall be entitled to elect directors, holders of 50% of such Class H Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class H Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class H Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class H Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class H Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class H Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of 72 any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class H Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class H Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class H Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class H Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class H Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class H Shares or of any shares ranking on a parity with or junior to the Class H Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class H Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class H Shares. (e) In the event, and only to the extent, that (1) Class H Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class H Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of 73 such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class H Shares or of any shares ranking on a parity with or junior to the Class H Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. IX. The Class I Cumulative Preferred Shares. The Class I Shares shall have the following express terms: Section 1. Series. The Class I Shares may be issued from time to time in one or more series. All Class I Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class I Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class I Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; 74 (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item IX) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class I Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class I Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class I Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class I Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and 75 Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class I Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class I Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class I Shares, nor shall any Common Shares or any other shares ranking junior to the Class I Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class I Shares received by the Corporation subsequent to the date of first issuance of Class I Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item IX. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class I Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class I Shares shall 76 be the amount that the total dividends paid or made available to the holders of the Class I Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class I Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item IX; and (2) Shall, from time to time, make such redemptions of each series of Class I Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item IX; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class I Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item IX prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class I Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class I Shares so to be redeemed amounts equal to the redemption price of the Class I Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class I Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class I Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon 77 demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class I Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class I Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class I Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class I Shares, unless all dividends on all Class I Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class I Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class I Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item IX, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class I Shares of the full preferential amounts as aforesaid, the holders of Class I Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or 78 conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class I Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class I Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class I Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class I Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class I Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class I Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class I Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class I Shares, at any time during which the Corporation is in default in the payment of dividends on such Class I Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class I Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class I Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class I Shares. At any meeting at which such holders of Class I Shares shall be entitled to elect directors, holders of 50% of such Class I Shares, present in person or by 79 proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class I Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class I Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class I Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class I Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class I Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class I Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class I Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class I Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. 80 (d) The affirmative vote of the holders of at least two-thirds of the Class I Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class I Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class I Shares or of any shares ranking on a parity with or junior to the Class I Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class I Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class I Shares. (e) In the event, and only to the extent, that (1) Class I Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class I Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class I Shares or of any shares ranking on a parity with or junior to the Class I Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. 81 X. The Class J Cumulative Preferred Shares. The Class J Shares shall have the following express terms: Section 1. Series. The Class J Shares may be issued from time to time in one or more series. All Class J Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class J Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class J Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; 82 (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item X) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class J Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class J Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class J Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class J Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class J Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class J Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class J Shares, nor shall any Common Shares or any other shares ranking junior to the Class J Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other 83 shares of the Corporation ranking junior to the Class J Shares received by the Corporation subsequent to the date of first issuance of Class J Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item X. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class J Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class J Shares shall be the amount that the total dividends paid or made available to the holders of the Class J Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class J Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item X; and 84 (2) Shall, from time to time, make such redemptions of each series of Class J Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item X; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class J Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item X prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class J Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class J Shares so to be redeemed amounts equal to the redemption price of the Class J Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class J Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class J Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class J Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class J Shares without serial designation. 85 (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class J Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class J Shares, unless all dividends on all Class J Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class J Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class J Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item X, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class J Shares of the full preferential amounts as aforesaid, the holders of Class J Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Class J Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class J Shares at the time outstanding, 86 whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class J Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class J Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class J Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class J Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class J Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class J Shares, at any time during which the Corporation is in default in the payment of dividends on such Class J Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class J Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class J Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class J Shares. At any meeting at which such holders of Class J Shares shall be entitled to elect directors, holders of 50% of such Class J Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class J Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class J Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise 87 permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class J Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class J Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class J Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class K Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class J Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class J Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class J Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class J Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class J Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as 88 amended, so as to authorize, create or change the authorized or outstanding number of Class J Shares or of any shares ranking on a parity with or junior to the Class J Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class J Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class J Shares. (e) In the event, and only to the extent, that (1) Class J Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class J Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class J Shares or of any shares ranking on a parity with or junior to the Class J Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. 9% Class J Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class J Shares, 450,000 shares are designated as a series entitled "9% Class J Cumulative Redeemable Preferred Shares" (hereinafter called "9% Class J Preferred Shares"). The 9% Class J Preferred Share shall have the express terms set forth in this Division as being applicable to all Class J Preferred Shares as a class and, in addition, the following express terms applicable to all 9% Class J Preferred Shares as a series of Class J Shares: (a) The annual dividend rate of the 9% Class J Preferred Shares shall be 9% of the liquidation preference of $250.00 per share. (b) Dividends on the 9% Class J Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of January, April, July and October. The dividends payable for each full quarterly dividend period on each 9% Class J Preferred Share shall be $5.625. Dividends for any period shorter or longer than a full dividend period on the 9% Class J Preferred Shares, shall be 89 computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 9% Class J Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 9% Class J Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 9% Class J Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 9% Class J Preferred Shares, dividends shall be cumulative from the date of the initial issue of 9% Class J Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 9% Class J Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) The Corporation may, at any time or from time to time on, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 9% Class J Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 9% Class J Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) The affirmative vote of the holders of at least two-thirds of the Class J Preferred Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect the authorization, creation, increase in the authorized number of or issuance of any shares, or any security convertible into or 90 exchangeable for shares, in any such case ranking prior to such series of Class J Preferred Shares in dividends, distributions or rights upon liquidation, dissolution or winding up. XI. The Class K Cumulative Preferred Shares. The Class K Shares shall have the following express terms: Section 1. Series. The Class K Shares may be issued from time to time in one or more series. All Class K Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Class K Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall be cumulative as set forth herein. Subject to the provisions of Sections 2 through 5, both inclusive, and Item XIII of this Division, which provisions shall apply to all Class K Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and, with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section), the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; 91 (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item XI) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Class K Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Class K Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Class K Shares for any dividend period unless at the same time (i) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class K Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date (but, with respect to Noncumulative Shares, only with respect to the then current dividend period), ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Class K Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Class K Shares, shall be paid or declared or any distribution be made, except as 92 aforesaid, in respect of the Common Shares or any other shares ranking junior to the Class K Shares, nor shall any Common Shares or any other shares ranking junior to the Class K Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Class K Shares received by the Corporation subsequent to the date of first issuance of Class K Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item XI. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Class K Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares, or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Class K Shares shall be the amount that the total dividends paid or made available to the holders of the Class K Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: 93 (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Class K Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item XI; and (2) Shall, from time to time, make such redemptions of each series of Class K Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item XI; and shall in each case pay all accrued and unpaid dividends to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Class K Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item XI prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Class K Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Class K Shares so to be redeemed amounts equal to the redemption price of the Class K Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Class K Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (2) If the holders of Class K Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Class K Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, 94 (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Class K Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) less than all of the Class K Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Class K Shares, unless all dividends on all Class K Shares then outstanding for all previous and current dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class K Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Class K Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item XI, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Cumulative Shares and Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. (2) After payment to the holders of Class K Shares of the full preferential amounts as aforesaid, the holders of Class K Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. 95 Section 5. Voting. (a) The holders of Class K Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall be in default in the payment of dividends on any series of Class K Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of such Class K Shares, voting separately as a class, together with all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares upon which like voting rights have been conferred and are exercisable under the circumstances described in Subsection 5(c), shall be entitled to elect, as herein provided, a total of two members of the Board of Directors of the Corporation; provided, however, that the holders of such Class K Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Class K Shares are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on such Class K Shares then outstanding shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the holders of such Class K Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. All dividend payments made on the Class K Shares, at any time during which the Corporation is in default in the payment of dividends on such Class K Shares for any dividend period, shall be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. (2) In the event of default entitling holders of Class K Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Class K Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of Class K Shares. At any meeting at which such holders of Class K Shares shall be entitled to elect directors, holders of 50% of such Class K Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Class K Shares are entitled to elect as herein provided. 96 Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Class K Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Class K Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Class K Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Class K Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares or Noncumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and the Noncumulative Shares then entitled to vote shall be combined (with each class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Class K Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Class K Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Class K Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. (d) The affirmative vote of the holders of at least two-thirds of the Class K Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: 97 (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Class K Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class K Shares or of any shares ranking on a parity with or junior to the Class K Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Class K Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such series of Class K Shares. (e) In the event, and only to the extent, that (1) Class K Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of Class K Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Class K Shares or of any shares ranking on a parity with or junior to the Class K Shares nor the Amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially the preferences or voting or other rights of the holders of such series. Section 6. 8 7/8% Class K Cumulative Redeemable Preferred Shares. Of the 750,000 authorized Class K Shares, 350,000 shares are designated as a series entitled "8 7/8% Class K Cumulative Redeemable Preferred Shares" (hereinafter called "8 7/8% Class K Preferred Shares"). The 8 7/8% Class K Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class K Preferred Shares as a class and, in addition, the following express terms applicable to all 8 7/8% Class K Preferred Shares as a series of Class K Shares: 98 (a) The annual dividend rate of the 8 7/8% Class K Preferred Shares shall be 8 7/8% of the liquidation preference of $250.00 per share. (b) Dividends on the 8 7/8% Class K Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of January, April, July and October. The dividends payable for each full quarterly dividend period on each 8 7/8% Class K Preferred Share shall be $5.546875. Dividends for any period shorter or longer than a full dividend period on the 8 7/8% Class K Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8 7/8% Class K Preferred Shares shall be rounded to the nearest one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 8 7/8% Class K Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 8 7/8% Class K Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8 7/8% Class K Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8 7/8% Class K Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8 7/8% Class K Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) The Corporation may, at any time or from time to time on, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, redeem all or any part of the 8 7/8% Class K Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 8 7/8% Class K Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs 99 of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) The affirmative vote of the holders of at least two-thirds of the Class K Preferred Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect the authorization, creation, increase in the authorized number of or issuance of any shares, or any security convertible into or exchangeable for shares, in any such case ranking prior to such series of Class K Preferred Shares in dividends, distributions or rights upon liquidation, dissolution or winding up. XII. The Noncumulative Preferred Shares. The Noncumulative Preferred Shares shall have the following express terms: Section 1. Series. The Noncumulative Shares may be issued from time to time in one or more series. All Noncumulative Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates on which and the periods for which dividends may be payable. All Noncumulative Shares shall rank on a parity with the Cumulative Shares, and shall be identical to all Cumulative Shares, except (1) in respect of the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), inclusive, of this Section 1 and (2) only dividends on the Noncumulative Shares are noncumulative as set forth herein. Subject to the provisions of Sections 2 through 5, inclusive, and Item XIII of this Division, which provisions shall apply to all Noncumulative Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series, and with respect to each such series, to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section) the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding); (c) The dividend rate or rates of the series, including the means by which such rates may be established; (d) The dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established; (e) The redemption rights and price or prices, if any, for shares of the series; 100 (f) The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series; (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and (i) Restrictions (in addition to those set forth in Subsection 5(d) or 5(e) of this Item XII) on the issuance of shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended and Restated Articles of Incorporation, as amended, fixing, with respect to each such series, the matters described in clauses (a) through (i), both inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments. Section 2. Dividends. (a) The holders of Noncumulative Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Noncumulative Shares, shall be entitled to receive out of any funds legally available therefor, if, when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 above and no more, payable on the dates fixed for such series. Such dividends shall accrue, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series; provided, however, that if the Board of Directors fails to declare a dividend payable on a dividend payment date on any Noncumulative Shares, the holders of the Noncumulative Shares shall have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and the Corporation shall have no obligation to pay the dividend accrued for such period, whether or not dividends on such Noncumulative Shares are declared payable on any future dividend payment date. No dividends shall be paid upon or declared or set apart for any series of the Noncumulative Shares for any dividend period unless at the same time (i) a like proportionate dividend for the then current dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Noncumulative Shares of all series then issued and outstanding and entitled to receive such dividend and (ii) the dividends payable for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Class A Shares, Class B Shares, Class C 101 Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares and Class K Shares then issued and outstanding and entitled to receive such dividends. (b) So long as any Noncumulative Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Noncumulative Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Noncumulative Shares, nor shall any Common Shares or any other shares ranking junior to the Noncumulative Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to the Noncumulative Shares received by the Corporation subsequent to the date of first issuance of Noncumulative Shares of any series, unless: (1) All accrued and unpaid dividends on Cumulative Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; (2) All unpaid dividends on Noncumulative Shares for the then current dividend period shall have been declared and paid or a sum sufficient for payment therefor set apart; and (3) There shall be no arrearages with respect to the redemption of Cumulative Shares or Noncumulative Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Item XII. (c) The foregoing restrictions on the payment of dividends or other distributions on, or on the purchase, redemption retirement or other acquisition of, Common Shares or any other shares ranking on a parity with or junior to the Noncumulative Shares shall be inapplicable to (i) any payments in lieu of issuance of fractional shares thereof, whether upon any merger, conversion, stock dividend or otherwise, (ii) the conversion of Cumulative Shares or Noncumulative Shares into Common Shares or (iii) the exercise by the Corporation of its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation with respect to any other class or series of capital stock hereafter created or authorized. (d) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of stock (the "Total Dividends"), then, to the extent permissible under the Code and to the extent it does not cause any dividends to fail to qualify for the dividends paid deduction under Section 561 of the Code, the portion of the Capital Gains Amount that shall be allocable to holders of the Noncumulative 102 Shares shall be the amount that the total dividends paid or made available to the holders of the Noncumulative Shares for the year bears to the Total Dividends. Section 3. Redemption. (a) Subject to the express terms of each series, the Corporation: (1) May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Noncumulative Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Item XII; and (2) Shall, from time to time, make such redemptions of each series of Noncumulative Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Item XII; and shall, in each case, pay all unpaid dividends for the then current dividend period to the redemption date. (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Noncumulative Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Item XII prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Noncumulative Shares to be redeemed, together with accrued and unpaid dividends thereon for the then current dividend period to the redemption date, with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus of not less than $100,000,000 named in such notice and direct that there be paid to the respective holders of the Noncumulative Shares so to be redeemed amounts equal to the redemption price of the Noncumulative Shares so to be redeemed together with such accrued and unpaid dividends thereon for the then current dividend period, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Noncumulative Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. 103 (2) If the holders of Noncumulative Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (c) Any Noncumulative Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation shall resume the status of authorized but unissued Noncumulative Shares without serial designation. (d) Except in connection with the exercise of the Corporation's rights pursuant to Section (d) of Item XIV of this Division A, Section 4(d) of Division B or any similar Section hereafter contained in these Amended and Restated Articles of Incorporation, as amended, with respect to any other class or series of capital stock hereafter created or authorized, the Corporation may not purchase or redeem (for sinking fund purposes or otherwise) of less than all of the Noncumulative Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Noncumulative Shares, unless all dividends on all Noncumulative Shares then outstanding for the then current dividend period shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with. Section 4. Liquidation. (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Noncumulative Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Noncumulative Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Item XII, plus an amount equal to all dividends accrued and unpaid thereon for the then current dividend period to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Cumulative Shares and Noncumulative Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Noncumulative Shares in proportion to the full preferential amount to which each such share is entitled. 104 (2) After payment to the holders of Noncumulative Shares of the full preferential amounts as aforesaid, the holders of Noncumulative Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other Corporation, the merger of any other Corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section. Section 5. Voting. (a) The holders of Noncumulative Shares shall have no voting rights, except as provided in this Section or required by law. (b) (1) If, and so often as, the Corporation shall not have fully paid, or shall not have declared and set aside a sum sufficient for the payment of, dividends on any series of Noncumulative Shares at the time outstanding, for a number of dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, the holders of such Noncumulative Shares, voting separately as a class, together with all Cumulative Shares upon which like voting rights have been conferred and are exercisable, shall be entitled to elect, as herein provided, two members of the Board of Directors of the Corporation; provided, however, that the holders of such Noncumulative Shares shall not exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of such Noncumulative Shares are present in person or by proxy; and provided further, that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until the Corporation shall have fully paid, or shall have set aside a sum sufficient for the payment of, dividends on such Noncumulative Shares then outstanding for a number of consecutive dividend payment periods which in the aggregate contain at least 360 days, whereupon the holders of such Noncumulative Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph. (2) In the event of default entitling holders of Noncumulative Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the Noncumulative Shares upon which such default in the payment of dividends exists and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 90 days after the date of receipt of the foregoing written request from the holders of 105 Noncumulative Shares. At any meeting at which such holders of Noncumulative Shares shall be entitled to elect directors, holders of 50% of such Noncumulative Shares, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which such holders of Noncumulative Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended and Restated Articles of Incorporation, as amended, or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of directors of the Corporation, the two directors who may be elected by such holders of Noncumulative Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of or classifications of directors of the Corporation nor require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the Corporation, the two directors elected by such holders of Noncumulative Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (3) Upon any divesting of the special class voting rights of the holders of the Noncumulative Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) If at any time when the holders of Noncumulative Shares are entitled to elect directors pursuant to the foregoing provisions of this Section the holders of any Cumulative Shares are entitled to elect directors pursuant hereto by reason of any default in the payment of dividends thereon, then the voting rights of the Cumulative Shares and Noncumulative Shares then entitled to vote shall be combined (with class of shares having a number of votes proportional to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Noncumulative Shares and of all such other shares then entitled so to vote, voting as a class, shall elect such directors. If the holders of any such other shares have elected such directors prior to the happening of the default or event permitting the holders of Noncumulative Shares to elect directors, or prior to a written request for the holding of a special meeting being received by the Secretary of the Corporation as required above, then a new election shall be held with all such other shares and the Noncumulative Shares voting together as a single class for such directors, resulting in the termination of the term of such previously elected directors upon the election of such new directors. 106 (d) The affirmative vote of the holders of at least two-thirds of the Noncumulative Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect either of the following: (1) Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of Noncumulative Shares which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Noncumulative Shares or of any shares ranking on a parity with or junior to the Noncumulative Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holders of Noncumulative Shares; or (2) The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to such Noncumulative Shares. (e) In the event, and only to the extent, that (1) Noncumulative Shares are issued in more than one series and (2) Ohio law permits the holders of a series of a class of capital stock to vote separately as a class, the affirmative vote of the holders of at least two-thirds of each series of the Noncumulative Shares at the time outstanding, voting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose of voting on such matters, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of these Amended and Restated Articles of Incorporation, as amended, or of the Code of Regulations of the Corporation which affects adversely and materially the preferences or voting or other rights of the holders of such series which are set forth in these Amended and Restated Articles of Incorporation, as amended; provided, however, neither the amendment of these Amended and Restated Articles of Incorporation, as amended, so as to authorize, create or change the authorized or outstanding number of Noncumulative Shares or of any shares remaining on a parity with or junior to the Noncumulative Shares nor the amendment of the provisions of the Code of Regulations so as to change the number or classification of directors of the Corporation shall be deemed to affect adversely and materially preferences or voting or other rights of the holder of such series. XIII. Definitions. For the purposes of this Division: (a) Whenever reference is made to shares "ranking prior to" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F 107 Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation are given preference over the rights of the holders of Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, as the case may be; (b) Whenever reference is made to shares "on a parity with" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, as the case may be; and (c) Whenever reference is made to shares "ranking junior to" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, such reference shall mean and include all shares of the Corporation other than those defined under Subsections (a) and (b) of this Section as shares "ranking prior to" or "on a parity with" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares, as the case may be. XIV. Restrictions on Transfer to Preserve Tax Benefit; Shares Subject to Redemption. (a) Definitions. For the purposes of this Item XIV of this Division A of this Article FOURTH, the following terms shall have the following meanings: "Beneficial Ownership" shall mean ownership of Preferred Shares by a Person who would be treated as an owner of such Preferred Shares either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 108 "Constructive Ownership" shall mean ownership of Preferred Shares by a Person who would be treated as an owner of such Preferred Shares either directly or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings. "Excess Preferred Shares" shall mean any Preferred Shares (i) acquired or proposed to be acquired by any Person pursuant to a Transfer to the extent that, if effective, such Transfer would result in the transferee either Beneficially Owning Preferred Shares or Constructively Owning Preferred Shares in excess of the Ownership Limit, or (ii) which are the subject of a Transfer that, if effective, which would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code. "Market Price" shall mean, with respect to any series of any class of Preferred Shares, the last reported sales price of such series reported on the New York Stock Exchange on the trading day immediately preceding the relevant date or, if shares of such series are not then traded on the New York Stock Exchange, the last reported sales price of shares of such series on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the shares of such series may be traded, or if shares of such series are not then traded over any exchange or quotation system, then the market price of shares of such series on the relevant date as determined in good faith by the Board of Directors of the Corporation. "Ownership Limit" shall mean, with respect to each series of each class of Preferred Shares, 9.8% of the outstanding shares of such series. "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, an association, a private foundation within the meaning of Section 509(a) of the Code, a joint stock company, other entity or a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; provided, however, that a "person" does not mean an underwriter which participates in a public offering of Preferred Shares, for a period of 35 days following the purchase by such underwriter of such Preferred Shares. "Preferred Shares" shall mean, collectively, Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares. "REIT" shall mean a Real Estate Investment Trust under Section 856 of the Code. 109 "Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Preferred Shares (including, without limitation, (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Preferred Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Preferred Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise. (b) Restrictions on Transfers. (i) Except as provided in Section (i) of this Item XIV of this Division A of this Article FOURTH, no Person shall Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series. (ii) Except as provided in Section (i) of this Item XIV of this Division A of this Article FOURTH, any Transfer that, if effective, would result in any Person Beneficially Owning shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series shall be void ab initio as to the Transfer of such Preferred Shares which would be otherwise Beneficially Owned by such Person in excess of such Ownership Limit, and the intended transferee shall acquire no rights in such Preferred Shares. (iii) Except as provided in Section (i) of this Item XIV of this Division A of this Article FOURTH, any Transfer that, if effective, would result in any Person Constructively Owning shares of any series of any class of Preferred Shares in excess of the Ownership Limit applicable to such series shall be void ab initio as to the Transfer of such Preferred Shares which would be otherwise Constructively Owned by such Person in excess of such amount, and the intended transferee shall acquire no rights in such Preferred Shares. (iv) Notwithstanding any other provisions contained in this Item XIV, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange) or other event that, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code, or would otherwise result in the Corporation failing to qualify as a REIT (including, but not limited to, a Transfer or other event that would result in the Corporation owning (directly or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the 110 Corporation to fail to satisfy any of the gross income requirement of Section 856(c) of the Code) shall be void ab initio as to the Transfer of the Preferred Shares or other event which would cause the Corporation to be "closely held" within the meaning of Section 856(h) of the Code or would otherwise result in the Corporation failing to qualify as a REIT; and the intended transferee or owner or Constructive or Beneficial Owner shall acquire or retain no rights in such Preferred Shares. (v) For purposes of construing the foregoing provisions, any attempt to transfer Preferred Shares in violation of the Ownership Limit applicable to the series of the class of such Preferred Shares (as such Ownership Limit may be modified by the Board of Directors pursuant to Section (h) of Item XIV) shall be construed as causing such Preferred Shares to be transferred by operation of law to the Corporation as trustee of a trust for the exclusive benefit of the person or persons to whom such Preferred Shares can ultimately be transferred without violating the Ownership Limit and any Excess Preferred Shares while held in such trust shall not have any voting rights, shall not be considered for purposes of any shareholder vote or for determining a quorum for such a vote, and shall not be entitled to any dividends or other distributions. (c) Remedies for Breach. If the Board of Directors or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section (b) of this Item XIV of this Division A of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Preferred Shares of the Corporation in violation of Section (b) of this Item XIV of this Division A of this Article FOURTH, or that any such Transfer, intended or attempted acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer and, in addition, exercising its rights under Section (d) of this Item XIV of this Division A of this Article FOURTH. (d) Purchase Right in Excess Preferred Shares. Beginning on the date of the occurrence of a Transfer which, if consummated, in the good faith judgment of the Board of Directors of the Corporation, could result in Excess Preferred Shares, the Excess Preferred Shares, subject to such transfer shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that created such Excess Preferred Shares (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, 111 or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of 90 days after the later of (i) the date of such Transfer and (ii) if the Corporation does not receive a notice of such Transfer pursuant to Section (e) of this Item XIV of this Division A of this Article FOURTH, the date the Board of Directors determines in good faith that such Transfer has occurred. Prompt payment of the purchase price shall be made in such reasonable manner as may be determined by the Corporation. From and after the date fixed for purchase by the Corporation, and so long as payment of the purchase price for the Excess Preferred Shares to be so purchased shall have been made or duly provided for, the holder of any Excess Preferred Shares so called for purchase shall cease to be entitled to dividends, distributions, voting rights and other benefits with respect to such Excess Preferred Shares, excepting only the right to payment of the purchase price fixed as aforesaid. Any dividend or distribution paid to a proposed transferee of Excess Preferred Shares prior to the discovery by the Corporation that the Excess Preferred Shares have been transferred in violation of Section (b) of this Item XIV of this Division A of this Article FOURTH shall be repaid to the Corporation upon demand. If the foregoing provisions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee of such Excess Preferred Shares shall be deemed, at the option of the Corporation, to have acted as agent on behalf of the Corporation in acquiring such Excess Preferred Shares and to hold such Excess Preferred Shares on behalf of the Corporation. (e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire Preferred Shares or other securities in violation of subparagraph (b) of this Item XIV, or any Person who owns or will own Excess Preferred Shares as a result of an event under subparagraph (b) of this Item XIV, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or attempted Transfer or other event on the Corporation's status as a REIT. (f) Owners Required to Provide Information. From and after the date of the Initial Public Offering: (i) every Beneficial Owner of more than 5.0% (or such other percentage, between 0.5% and 5.0%, as provided in the regulations promulgated pursuant to the Code) of the outstanding Preferred Shares of the Corporation shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned, and description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT. 112 (ii) each Person who is a Beneficial Owner or Constructive Owner of Preferred Shares and each Person (including the shareholder of record) who is holding Preferred Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the Corporation's status as a REIT. (g) Remedies Not Limited. Nothing contained in this Division A of this Article FOURTH shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation's status as a REIT. (h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Item XIV of this Division A of this Article FOURTH, including any definition contained in Section (a) of this Item XIV, the Board of Directors shall have the power to determine the application of the provisions of this Item XIV with respect to any situation based on the facts known to it. (1) Exceptions. (i) Subject to Section (b)(iv) of this Item XIV of this Division A, the Board of Directors may exempt a Person from the Ownership Limit applicable to a series of a class of Preferred Shares if such Person is not an individual (other than pension plans described in Section 856(h)(3)) for purposes of Section 542(a)(2) of the Code if the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual's Beneficial Ownership of such Preferred Shares will violate the Ownership Limit, and agrees that any violation or attempted violation will result in such Preferred Shares in excess of the Ownership Limit being subject to repurchase by the Corporation as set forth in Section (d) of this Item XIV of this Division A of this Article FOURTH. (ii) The Board of Directors may exempt a Person from the limitation on such Person Constructively Owning Preferred Shares in excess of the Ownership Limit applicable to a series of a class of such Preferred Shares if such Person does not own and represents that it will not own, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 9.8% interest (as set forth in Section 856(d)(2)(B)) in a tenant of any real property owned or leased by the Corporation, if the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Preferred Shares 113 in excess of the Ownership Limit being deemed to be Excess Preferred Shares and subject to repurchase by the Corporation as set forth in Section (d) of this Item XIV of this Division A of this Article FOURTH. XV. Legend. Each certificate for Preferred Shares shall bear the following legend: "The Preferred Shares represented by this certificate are subject to restrictions on transfer for the purpose of the corporation's maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation's Articles of Incorporation, no Person may Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the Corporation's Articles of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Preferred Shares represented hereby may be subject to repurchase by the Corporation on the terms and conditions set forth in the Corporation's Articles of Incorporation. DIVISION B Subject to the terms of the Cumulative Shares and the Noncumulative Preferred Shares, the Common Shares shall have the following express terms: Section 1. Dividend Rights. The holders of Common Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, out of the assets of the Corporation which are by law available therefor, dividends or distributions payable in cash, in property or in securities of the Corporation. Section 2. Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Common Shares shall be entitled to receive, ratably with each other holder of Common Shares, that portion of the assets of the Corporation available for distribution to its shareholders as the number of Common Shares held by such holder bears to the total number of Common Shares then outstanding. Section 3. Voting Rights. The holders of Common Shares shall be entitled to vote on all matters (for which holders of Common Shares shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for each Common Share entitled to vote at such meeting. Section 4. Restrictions on Transfer to Preserve Tax Benefit; Common Shares Subject to Redemption. (a) Definitions. For the purposes of this Section 4 of this Division B of this Article FOURTH, the following terms shall have the following meanings: 114 "Beneficial Ownership" shall mean ownership of Common Shares by a Person who would be treated as an owner of such Common Shares either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Constructive Ownership" shall mean ownership of Common Shares by a Person who would be treated as an owner of such Common Shares either directly or Constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings. "Excess Shares" shall mean any Common Shares (i) acquired or proposed to be acquired by any Person (other than an Existing Holder) pursuant to a Transfer to the extent that, if effective, such Transfer would result in the transferee either (A) Beneficially Owning Common Shares in excess of the Ownership Limit or (B) Constructively Owning Common Shares in excess of the Related Party Limit, (ii) acquired or proposed to be acquired by an Existing Holder pursuant to a Transfer to the extent that, if effective, such Transfer would result in such Existing Holder Beneficially Owning Common Shares in excess of the Existing Holder Limit for such Existing Holder, or (iii) which are the subject of a Transfer that, if effective, which would result in (A) the Common Shares being owned by fewer than 100 Persons (determined without reference to any rules of attribution), or (B) the Corporation being "closely held" within the meaning of Section 856(h) of the Code. "Existing Holder" shall mean (i) Bert L. Wolstein, (ii) Scott A. Wolstein, (iii) James A. Schoff, and (iv) any Person to whom an Existing Holder Transfers Beneficial Ownership of Common Shares causing such transferee to Beneficially Own Common Shares in excess of the Ownership Limit. "Existing Holder Limit" (i) for any Existing Holder who is an Existing Holder by virtue of clause (i), (ii) or (iii) of the definition thereof, shall mean, initially, the percentage of the outstanding Common Shares Beneficially Owned by such Existing Holder upon the consummation of the Initial Public Offering, and after any adjustment pursuant to Section (4)(i) of this Division B of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted; and (ii) for any Existing Holder who becomes an Existing Holder by virtue of clause (iv) of the definition thereof, shall mean, initially, the percentage of the outstanding Common Shares Beneficially Owned by such Existing Holder at the time that such Existing Holder becomes an Existing Holder, and after any adjustment pursuant to Section 4(i) of this Division B of this 115 Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted. From and after the date of the Initial Public Offering, the secretary of the Corporation shall maintain and, upon request, make available to each Existing Holder, a schedule which sets forth the then current Existing Holder Limits for each Existing Holder. "Initial Public Offering" means the sale of Common Shares pursuant to the Corporation's first effective registration statement for such Common Shares filed under the Securities Act of 1933, as amended. "Market Price" shall mean the last reported sales price of Common Shares reported on the New York Stock Exchange on the trading day immediately preceding the relevant date or, if the Common Shares are not then traded on the New York Stock Exchange, the last reported sales price of the Common Shares on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the Common Shares may be traded, or if the Common Shares are not then traded over any exchange or quotation system, then the market price of the Common Shares on the relevant date as determined in good faith by the Board of Directors of the Corporation. "Ownership Limit" shall mean 5.0% of the outstanding Common Shares of the Corporation. "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, an association, a private foundation within the meaning of Section 509(a) of the Code, a joint stock company, other entity or a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; provided, however, that a "Person" does not mean an underwriter which participates in a public offering of the Common Shares, for a period of 35 days following the purchase by such underwriter of the Common Shares. "REIT" shall mean a Real Estate Investment Trust under Section 856 of the Code. "Related Party Limit" shall mean 9.8% of the outstanding Common Shares of the Corporation. "Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Common Shares (including, without limitation, (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Common Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Common Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise. 116 (b) Restrictions on Transfers. (i) Except as provided in Section 4(i) of this Division B of this Article FOURTH, from and after the date of the Initial Public Offering, no Person (other than an Existing Holder) shall Beneficially Own Common Shares in excess of the Ownership Limit and no Existing Holder shall Beneficially Own Common Shares in excess of the Existing Holder Limit for such Existing Holder. (ii) Except as provided in Section 4(i) of this Division B of this Article FOURTH, from and after the date of the Initial Public Offering, any Transfer that, if effective, would result in any Person (other than an Existing Holder) Beneficially Owning Common Shares in excess of the Ownership Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no rights in such Common Shares. (iii) Except as provided in Section 4(i) of this Division B of this Article FOURTH, from and after the date of the Initial Public Offering, any Transfer that, if effective, would result in any Existing Holder Beneficially Owning Common Shares in excess of the applicable Existing Holder Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Beneficially Owned by such Existing Holder in excess of the applicable Existing Holder Limit, and such Existing Holder shall acquire no rights in such Common Shares. (iv) Except as provided in Section 4(i) of this Division B of this Article FOURTH, from and after the date of the Initial Public Offering, any Transfer that, if effective, would result in any Person Constructively Owning Common Shares in excess of the Related Party Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Constructively Owned by such Person in excess of such amount, and the intended transferee shall acquire no rights in such Common Shares. (v) Except as provided in Section 4(i) of this Division B of this Article FOURTH, from and after the date of the Initial Public Offering, any Transfer that, if effective, would result in the Common Shares being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of such Common Shares which would be otherwise beneficially owned by the transferee, 117 and the intended transferee shall acquire no rights in such Common Shares. (vi) From and after the date of the Initial Public Offering, any Transfer that, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of the Common Shares which would cause the Corporation to be "closely held" within the meaning of Section 856(h) of the Code, and the intended transferee shall acquire no rights in such Common Shares. (c) Remedies for Breach. If the Board of Directors or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section 4(b) of this Division B of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Common Shares of the Corporation in violation of Section 4(b) of this Division B of this Article FOURTH, or that any such Transfer, intended or attempted acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer and, in addition, exercising its rights under Section 4(d) of this Division B of this Article FOURTH. (d) Purchase Right in Excess Shares. Beginning on the date of the occurrence of a Transfer which, if consummated, in the good faith judgment of the Board of Directors of the Corporation, could result in Excess Shares, such Excess Shares shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that created such Excess Shares (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of ninety days after the later of (i) the date of such Transfer and (ii) if the Corporation does not receive a notice of such Transfer pursuant to Section 4(e) of this Division B of this Article FOURTH, the date the Board of Directors determines in good faith that such Transfer has occurred. Prompt payment of the purchase price shall be made in such reasonable manner as may be determined by the Corporation. From and after the date fixed for purchase by the Corporation, and so long as payment of the purchase price for the Excess Shares to be so purchased shall have been made or duly provided for, the holder of any Excess Shares so called for purchase shall cease to be entitled to dividends, distributions, voting rights and other benefits with respect to such Excess Shares, excepting only the right to payment of the purchase price fixed as aforesaid. Any dividend or distribution paid to a proposed transferee of Excess Shares prior to the discovery by the Corporation that the Excess Shares have been 118 transferred in violation of Section 4(b) of this Division B of this Article FOURTH shall be repaid to the Corporation upon demand. If the foregoing provisions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee of such Excess Shares shall be deemed, at the option of the Corporation, to have acted as agent on behalf of the Corporation in acquiring such Excess Shares and to hold such Excess Shares on behalf of the Corporation. (e) Notice of Restricted Transfer. Any Person who acquires or intends to acquire shares in violation of Section 4(b) of this Division B of this Article FOURTH or any Person who is a transferee of Excess Shares shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or intended Transfer on the Corporation's status as a REIT. (f) Owners Required to Provide Information. From and after the date of the Initial Public Offering: (i) every Beneficial Owner of more than 5.0% (or such other percentage, between 0.5% and 5.0%, as provided in the regulations promulgated pursuant to the Code) of the outstanding Common Shares of the Corporation shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned, and description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT. (ii) each Person who is a Beneficial Owner or Constructive Owner of Common Shares and each Person (including the shareholder of record) who is holding Common Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the Corporation's status as a REIT. (g) Remedies Not Limited. Nothing contained in this Division B of this Article FOURTH shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation's status as a REIT. (h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of Section 4 of this Division B of this Article FOURTH, including any definition contained in Section 4(a), the Board of Directors shall have the power 119 to determine the application of the provisions of this Section 4 with respect to any situation based on the facts known to it. (i) Modification of Existing Holder Limits. Subject to the provisions of Section 4(k) of this Division B, the Existing Holder Limits may be modified as follows: (i) Subject to the limitations provided in Section 4(k), any Existing Holder may Transfer Common Shares to a Person who is already an Existing Holder up to the number of Common Shares Beneficially Owned by such transferor Existing Holder in excess of the Ownership Limit. Any such Transfer will decrease the Existing Holder Limit for such transferor Existing Holder and increase the Existing Holder Limit for such transferee Existing Holder by the percentage of the outstanding Common Shares so Transferred. The transferor Existing Holder shall give the Board of Directors of the Corporation prior written notice of any such Transfer. (ii) Any grant of a stock option pursuant to a stock option plan approved by the shareholders of the Corporation shall increase the Existing Holder Limit for the affected Existing Holder to the maximum extent possible under Section 4(k) to permit the Beneficial Ownership of the Common Shares issuable upon the exercise of such stock option. (iii) The Board of Directors may reduce the Existing Holder Limit for any Existing Holder, with the written consent of such Existing Holder, after any Transfer permitted in this Section 4 by such Existing Holder to a Person other than an Existing Holder or after the lapse (without exercise) of a stock option described in Section 4(i)(ii). (iv) Any Common Shares issued to an Existing Holder pursuant to a dividend reinvestment plan adopted by the Corporation shall increase the Existing Holder Limit for the Existing Holder to the maximum extent possible under Section 4(k) to permit the Beneficial Ownership of such Common Shares. (j) Modification of Ownership Limit. Subject to the limitations provided in Section 4(k) of this Division B, the Board of Directors may from time to time increase the Ownership Limit. (k) Limitations on Modifications. Notwithstanding any other provision of this Division B of this Article FOURTH: (i) Neither the Ownership Limit nor any Existing Holder Limit may be increased (nor may any additional Existing 120 Holder Limit be created) if, after giving effect to such increase (or creation), five Beneficial Owners of Common Shares (including all of the then Existing Holders) could Beneficially Own, in the aggregate, more than 49.6% of the outstanding Common Shares. (ii) Prior to the modification of any Existing Holder Limit or Ownership Limit pursuant to Section 4(i) or Section 4(j) of this Division B of this Article FOURTH, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a REIT. (iii) No Existing Holder Limit shall be reduced to a percentage which is less than the Ownership Limit. (iv) The Ownership Limit may not be increased to a percentage which is greater than 9.8%. (v) The Related Party Limit may not be increased to a percentage which is greater than 9.8%. (l) Exceptions. (i) The Board of Directors, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from the Ownership Limits or the Existing Holder Limits, as the case may be, if such Person is not an individual for purposes of Section 542(a)(2) of the Code and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual's Beneficial Ownership of such Common Shares will violate the Ownership Limit or the applicable Existing Holder Limit, as the case may be, and agrees that any violation or attempted violation will result in such Common Shares in excess of 5.0% of the outstanding Common Shares being deemed to be Excess Shares and subject to repurchase by the Corporation as set forth in Section 4(d) of this Division B of this Article FOURTH. (ii) The Board of Directors, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from the limitation on such Person Constructively Owning Common Shares in excess of the Related Party Limit if such Person does not own and represents that it will not own, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section 856(d)(2)(B) in a tenant of 121 any real property owned or leased by the Corporation, and the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Common Shares in excess of 9.8% being deemed to be Excess Shares and subject to repurchase by the Corporation as set forth in Section 4(d) of this Division B of this Article FOURTH. Section 5. Legend. Each certificate for Common Shares shall bear the following legend: "The Common Shares represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation's maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation's Articles of Incorporation, no Person may Beneficially Own Common Shares in excess of 5.0% of the outstanding Common Shares of the Corporation (unless such Person is an Existing Holder) and no Person (other than an Existing Holder who Constructively Owns in excess of 9.8% of the Common Shares immediately following the consummation of the Initial Public Offering) may Constructively Own Common Shares in excess of 9.8% of the outstanding Common Shares of the Corporation. Any Person who attempts to Beneficially Own or Constructively Own Common Shares in excess of the above limitations must immediately notify the Corporation. All capitalized items in this legend have the meanings defined in the Corporation's Articles of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Common Shares represented may be subject to repurchase by the Corporation on the terms and conditions set forth in the Corporation's Articles of Incorporation." Section 6. Securities Exchange Transactions. Notwithstanding any provision contained herein to the contrary, nothing in these Amended and Restated Articles of Incorporation shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange. FIFTH: At all times following the consummation of the Initial Public Offering (as defined in Article FOURTH), at least a majority of the members of the Board of Directors shall, except during the period of a vacancy or vacancies therein, be Independent Directors. An "Independent Director" shall mean a person who is not (i) employed by the Corporation or (ii) an "affiliate" (as defined in Rule 405 under the Securities Act of 1933, as amended) of (A) any entity which is part of the Developers Diversified Group, including, without limitation, Developers Diversified Limited Partnership, an Ohio limited partnership, Developers Diversified, Ltd., an Ohio limited partnership, W & M Properties, an Ohio general partnership, W & Z Properties, Ltd., an Ohio limited partnership, and DE Properties Corporation, an Ohio corporation, or (B) any partnership which is an affiliate (as defined above) of any entity listed in clause (A) of this Article FIFTH. 122 SIXTH: No holder of shares of the corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from time to time may determine. SEVENTH: Notwithstanding any provision of Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, or any successor statutes now or hereafter in force, requiring for the authorization or taking of any action the vote or consent of the holders of shares entitling them to exercise two-thirds or any other proportion of the voting power of the corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by law or these Articles of Incorporation, may be authorized or taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes of shares thereof. EIGHTH: To the extent permitted by law, the corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such consideration and upon such terms and conditions as its Board of Directors may determine. NINTH: The provisions of Chapter 1701.831 of the Ohio Revised Code shall not apply to the Corporation. TENTH: The provisions of Chapter 1707.043 of the Ohio Revised Code shall not apply to the Corporation. ELEVENTH: If any provision (or portion thereof) of these Articles of Incorporation shall be found to be invalid, prohibited, or unenforceable for any reason, the remaining provisions (or portions thereof) of these Articles of Incorporation shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited, or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its shareholders that each such remaining provision (or portion thereof) of these Articles of Incorporation remain, to the fullest extent permitted by law, applicable and enforceable as to all shareholders, notwithstanding any such finding. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. THIRTEENTH: These Amended and Restated Articles of Incorporation shall take the place of and supersede the Corporation's existing Articles of Incorporation. 123 EX-3.2 4 l99550aexv3w2.txt EXHIBIT 3.2 2ND AM TO AMENDED & RESTATED ART/INCRP Exhibit 3.2 SECOND AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DEVELOPERS DIVERSIFIED REALTY CORPORATION Charter No. 831795 The following amendment to the Amended and Restated Articles of Incorporation of the Corporation, as amended, was adopted by a majority vote of the shareholders of the Corporation at a meeting held on January 29, 2003 and pursuant to the authority of Section 1701.71(A)(1) and 1701.73(A) and (C) of the Ohio Revised Code: RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation, as amended, be and they hereby are amended by deleting the first paragraph of Article FOURTH in its entirety and replacing it with the following: FOURTH: The authorized number of shares of the Corporation is 211,000,000, consisting of 200,000,000 common shares, without par value (hereinafter called "Common Shares"), 750,000 Class A Cumulative Preferred Shares, without par value (hereinafter called "Class A Shares"), 750,000 Class B Cumulative Preferred Shares, without par value (hereinafter called "Class B Shares"), 750,000 Class C Cumulative Preferred Shares, without par value (hereinafter called "Class C Shares"), 750,000 Class D Cumulative Preferred Shares, without par value (hereinafter called "Class D Shares"), 750,000 Class E Cumulative Preferred Shares, without par value (hereinafter called "Class E Shares"), 750,000 Class F Cumulative Preferred Shares, without par value (hereinafter called "Class F Shares"), 750,000 Class G Cumulative Preferred Shares, without par value (hereinafter called "Class G Shares"), 750,000 Class H Cumulative Preferred Shares, without par value (hereinafter called "Class H Shares"), 750,000 Class I Cumulative Preferred Shares, without par value (hereinafter called "Class I Shares"), 750,000 Class J Cumulative Preferred Shares, without par value (hereinafter called "Class J Shares"), 750,000 Class K Cumulative Preferred Shares, without par value (hereinafter called "Class K Shares"), 750,000 Noncumulative Preferred Shares, without par value (hereinafter called "Noncumulative Shares"), and 2,000,000 Cumulative Voting Preferred Shares, without par value (hereinafter called "Voting Preferred Shares"). The Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Voting Preferred Shares are sometimes collectively referred to herein as the "Cumulative Shares." EX-3.3 5 l99550aexv3w3.txt EXHIBIT 3.3 3RD AM TO AMENDED & RESTATED ART/INCRP Exhibit 3.3 THIRD AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DEVELOPERS DIVERSIFIED REALTY CORPORATION Charter No. 831795 The following amendments to the Amended and Restated Articles of Incorporation of the Corporation, as amended, were adopted by a majority vote of the shareholders of the Corporation at a meeting held on January 29, 2003 and pursuant to the authority of Section 1701.71(A)(1) and 1701.73(A) and (C) of the Ohio Revised Code: RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation, as amended, be and they hereby are amended by adding at the end of Division A of Article FOURTH a new Item XVI reading as follows: XVI. The Voting Preferred Shares. The Voting Preferred Shares shall have the following express terms: Section 1. General. The Voting Preferred Shares shall rank on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and shall be identical to all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares except as set forth in the provisions of Sections 2 through 10, both inclusive, which provisions shall apply to all of the Voting Preferred Shares. Section 2. Definitions. For purposes of the Voting Preferred Shares, the following terms shall have the meanings indicated: "Board of Directors" shall mean the Board of Directors of the Corporation or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Voting Preferred Shares; provided that, for purposes of paragraph (a) of Section 8, the term "Board of Directors" shall not include any such committee. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Dividend Payment Date" shall mean March 31, June 30, September 30 and December 31 of each year; provided, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment payable on such Dividend Payment Date shall be paid on the Business Day immediately following such Dividend Payment Date and no interest shall accrue on such dividend from such Dividend Payment Date to the date such dividend is paid. "Dividend Periods" shall mean each quarterly dividend period commencing on and including March 31, June 30, September 30 and December 31 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period, other than the Dividend Period during which any Voting Preferred Shares shall be redeemed pursuant to Section 5, which shall end on and include the Redemption Date with respect to the Voting Preferred Shares being redeemed. "Event" shall have the meaning set forth in paragraph (b) (i) of Section 8. "Liquidation Preference" shall have the meaning set forth in paragraph (a) of Section 4. "REIT" shall mean a Real Estate Investment Trust under Section 856 of the Code. "set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Corporation in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of dividends or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of capital stock of the Corporation; provided, however, that if any funds for any class or series of shares ranking junior to the Voting Preferred Shares or any class or series of shares ranking on a parity with the Voting Preferred Shares are placed in a separate account of the Corporation or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Voting Preferred Shares shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent. Section 3. Dividends. (a) The holders of Voting Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available for that purpose, cumulative dividends payable in cash in an amount per Voting Preferred Share equal to $2.3438 per annum (equivalent to 9 3/8% of the per share Liquidation Preference per annum). Such dividends shall be cumulative from the first day of the Dividend Period in which the Closing Date (as defined in that certain Agreement and Plan of Merger dated as of October 4, 2002 by and among the Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc.) shall occur, whether or not in any Dividend Period or Periods such dividends shall be declared or there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable quarterly in arrears on each Dividend Payment Date. Each such dividend shall be payable in arrears to the holders of record of the Voting Preferred Shares, as they appear on the stock records of the Corporation at the close of business on the fifteenth day of the calendar month in which the applicable Dividend Payment Date falls on or such other date designated by the Board of Directors for the payment of dividends that is not more than 45 nor less than 10 days prior to such Dividend Payment Date, as the case may be, immediately preceding such Dividend Payment Date. No dividends on the Voting Preferred Shares shall be declared by the Board of Directors or be paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to the Corporation's indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law. Accumulated, accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which date shall not precede by more than 45 days the payment date thereof, as may be fixed by the Board of Directors. (b) Any dividend payable on the Voting Preferred Shares for any partial dividend period shall be computed ratably on the basis of twelve 30-day months and a 360-day year. Holders of Voting Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Voting Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Voting Preferred Shares that may be in arrears. Any dividend payment made on the Voting Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. (c) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code) any portion (the "Capital Gains Amount") of the total distributions (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock (the "Total Dividends"), then the portion of the Capital Gains Amount that shall be allocable to holders of Voting Preferred Shares shall be in the same proportion that the Total Dividends paid or made available to the holders of Voting Preferred Shares for the year bears to the Total Dividends. If, for any taxable year, the Corporation elects, as provided in Section 857(b)(3)(D) of the Code, to designate as "undistributed capital gains" any portion of the Corporation's total net capital gains for the taxable year, then such undistributed capital gains shall be allocated between the holders of the Voting Preferred Shares and the holders of other classes or series of capital stock of the Corporation in a manner that is consistent with such allocations being considered other than a "preferential dividend" within the meaning of Section 562(c) of the Code. (d) So long as any of the Voting Preferred Shares are outstanding, except as described in the immediately following sentence, no dividends shall be declared or paid or set apart for payment by the Corporation and no other distribution of cash or other property shall be declared or made, directly or indirectly, by the Corporation with respect to any shares ranking on a parity unless, in each case, dividends equal to the full amount of accumulated, accrued and unpaid dividends on all outstanding Voting Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment of such dividends on the Voting Preferred Shares for all Dividend Periods ending on or prior to the date such dividend or distribution is declared, paid, set apart for payment or made, as the case may be, with respect to such shares ranking on a parity. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends declared upon the Voting Preferred Shares and all dividends declared upon any shares ranking on a parity shall be declared ratably in proportion to the respective amounts of dividends accumulated, accrued and unpaid on the Voting Preferred Shares and accumulated, accrued and unpaid on such shares ranking on a parity. (e) So long as any of the Voting Preferred Shares are outstanding, no dividends (other than dividends or distributions paid in shares, or options, warrants or rights to subscribe for or purchase shares, ranking junior to the Voting Preferred Shares) shall be declared or paid or set apart for payment by the Corporation and no other distribution of cash or other property shall be declared or made, directly or indirectly, by the Corporation with respect to any shares ranking junior to the Voting Preferred Shares, nor shall any shares ranking junior to the Voting Preferred Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of an employee incentive, benefit or stock purchase plan of the Corporation or any subsidiary) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such stock), directly or indirectly, by the Corporation (except by conversion into or exchange for shares, or options, warrants or rights to subscribe for or purchase shares, ranking junior to the Voting Preferred Shares), nor shall any other cash or other property otherwise be paid or distributed to or for the benefit of any holder of shares ranking junior to the Voting Preferred Shares in respect thereof, directly or indirectly, by the Corporation unless, in each case, dividends equal to the full amount of all accumulated, accrued and unpaid dividends on all outstanding Voting Preferred Shares have been declared and paid, or such dividends have been declared and a sum sufficient for the payment thereof has been set apart for such payment, on all outstanding Voting Preferred Shares for all Dividend Periods ending on or prior to the date such dividend or distribution is declared, paid, set apart for payment or made with respect to such shares ranking junior to the Voting Preferred Shares, or the date such shares ranking junior to the Voting Preferred Shares are redeemed, purchased or otherwise acquired or monies paid to or made available for any sinking fund for such redemption, or the date any such cash or other property is paid or distributed to or for the benefit of any holders of shares ranking junior to the Voting Preferred Shares in respect thereof, as the case may be. (f) In determining the extent to which a distribution with respect to the Voting Preferred Shares constitutes a dividend for tax purposes, the earnings and profits of the Corporation will be allocated, on a pro rata basis, in accordance with the ranking of the class of capital stock or series of capital stock, constituting a class within the meaning of Code Section 562(c), of the Corporation, as described in Section 7. Notwithstanding the provisions of this Section 3, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or distribution on any shares ranking junior to or on a parity with the Voting Preferred Shares or (ii) redeeming, purchasing or otherwise acquiring any shares ranking junior to or on a parity with the Voting Preferred Shares, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary in order to assist in maintaining the continued qualification of the Corporation as a REIT under Section 856 of the Code. Section 4. Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution by the Corporation (whether of capital, surplus or otherwise) shall be made to or set apart for the holders of shares ranking junior to the Voting Preferred Shares, the holders of Voting Preferred Shares shall be entitled to receive Twenty-Five Dollars ($25.00) per Voting Preferred Share (the "Liquidation Preference"), plus an amount equal to all dividends accumulated, accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Voting Preferred Shares have been paid the Liquidation Preference in full, plus an amount equal to all dividends accumulated, accrued and unpaid thereon to the date of final distribution to such holders, no payment will be made to any holder of shares ranking junior to the Voting Preferred Shares upon the liquidation, dissolution or winding up of the Corporation. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Voting Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares ranking on a parity with the Voting Preferred Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of Voting Preferred Shares and any such other shares ranking on a parity with the Voting Preferred Shares ratably in the same proportion as the respective amounts that would be payable on such Voting Preferred Shares and any such other shares ranking on a parity with the Voting Preferred Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Corporation with or into one or more other entities, (ii) a sale, lease, transfer or conveyance of all or substantially all of the Corporation's assets, or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation. (b) Upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of Voting Preferred Shares and any shares ranking on a parity with the Voting Preferred Shares, as provided in this Section 4, any other shares ranking junior to the Voting Preferred Shares shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Voting Preferred Shares and any shares ranking on a parity with the Voting Preferred Shares shall not be entitled to share therein. Section 5. Redemption at the Option of the Corporation. (a) Shares of Voting Preferred Shares shall not be redeemable by the Corporation prior to September 15, 2003. On and after September 15, 2003, the Corporation, at its option, may redeem Voting Preferred Shares, in whole or from time to time in part, at a redemption price payable in cash equal to $25.00 per share, plus all accumulated, accrued and unpaid dividends to the date fixed for redemption (the "Redemption Date"); provided, however, that in the event of a redemption of Voting Preferred Shares, if the Redemption Date occurs after a dividend record date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such dividend record date, and shall not be payable as part of the redemption price for such shares. In connection with any redemption pursuant to this Section 5(a), the redemption price of the Voting Preferred Shares (other than any portion thereof consisting of accumulated, accrued and unpaid dividends) shall be payable solely with the proceeds from the sale by the Corporation of other capital shares of the Corporation (whether or not such sale occurs concurrently with such redemption). For purposes of the preceding sentence, "capital shares" means any common shares, preferred shares, depositary shares, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable at the option of the holder for equity securities (unless and to the extent such debt securities are subsequently converted into capital shares)) or options to purchase any of the foregoing of or in the Corporation. (b) The Redemption Date shall be selected by the Corporation, shall be specified in the notice of redemption and shall be not less than 30 days nor more than 60 days after the date notice of redemption is sent by the Corporation. (c) If full cumulative dividends on all outstanding Voting Preferred Shares have not been declared and paid, or declared and set apart for payment, no Voting Preferred Shares may be redeemed unless all outstanding Voting Preferred Shares are simultaneously redeemed, and neither the Corporation nor any affiliate of the Corporation may purchase or acquire Voting Preferred Shares other than pursuant to a purchase or exchange offer made on the same terms to all holders of Voting Preferred Shares. (d) If the Corporation shall redeem Voting Preferred Shares pursuant to paragraph (a) of this Section 5, notice of such redemption shall be given to each holder of record of the shares to be redeemed. Such notice shall be provided by first class mail, postage prepaid, at such holder's address as the same appears on the stock records of the Corporation. Neither the failure to mail any notice required by this paragraph (d), nor any defect therein or in the mailing thereof to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such notice shall state, as appropriate: (1) the Redemption Date; (2) the number of Voting Preferred Shares to be redeemed and, if fewer than all such shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the place or places at which certificates for such shares are to be surrendered for cash; and (4) the redemption price payable on such Redemption Date, including, without limitation, a statement as to whether or not accumulated, accrued and unpaid dividends will be (x) payable as part of the redemption price, or (y) payable on the next Dividend Payment Date to the record holder at the close of business on the relevant record date as described in the next succeeding sentence. Notice having been mailed as aforesaid, from and after the Redemption Date (unless the Corporation shall fail to make available the amount of cash necessary to effect such redemption), (i) dividends on the Voting Preferred Shares so called for redemption shall cease to accumulate or accrue on the Voting Preferred Shares called for redemption, (ii) said shares shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Voting Preferred Shares of the Corporation shall cease except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required; provided, however, that if the Redemption Date for any Voting Preferred Shares occurs after any dividend record date and on or prior to the related Dividend Payment Date, the full dividend payable on such Dividend Payment Date in respect of such Voting Preferred Shares called for redemption shall be payable on such Dividend Payment Date to the holders of record of such shares at the close of business on the corresponding dividend record date notwithstanding the prior redemption of such shares. The Corporation's obligation to make available the redemption price in accordance with the preceding sentence shall be deemed fulfilled if, on or before the applicable Redemption Date, the Corporation shall irrevocably deposit in trust with a bank or trust company (which may not be an affiliate of the Corporation) that has, or is an affiliate of a bank or trust company that has, a capital and surplus of at least $50,000,000, such amount of cash as is necessary for such redemption plus, if such Redemption Date occurs after any dividend record date and on or prior to the related Dividend Payment Date, such amount of cash as is necessary to pay the dividend payable on such Dividend Payment Date in respect of such Voting Preferred Shares called for redemption, with irrevocable instructions that such cash be applied to the redemption of the Voting Preferred Shares so called for redemption and, if applicable, the payment of such dividend. No interest shall accrue for the benefit of the holders of Voting Preferred Shares to be redeemed on any cash so set aside by the Corporation. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the Redemption Date shall revert to the general funds of the Corporation, after which reversion the holders of Voting Preferred Shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash. As promptly as practicable after the surrender in accordance with such notice of the certificates for any such Voting Preferred Shares to be so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such certificates shall be exchanged for cash (without interest thereon) for which such shares have been redeemed in accordance with such notice. If fewer than all the outstanding Voting Preferred Shares are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding Voting Preferred Shares not previously called for redemption by lot or, with respect to the number of Voting Preferred Shares held of record by each holder of such shares, pro rata (as nearly as may be) or by any other method as may be determined by the Board of Directors in its discretion to be equitable. If fewer than all the shares of Voting Preferred Shares represented by any certificate are redeemed, then a new certificate representing the unredeemed shares shall be issued without cost to the holders thereof. Section 6. Status of Reacquired Shares. All Voting Preferred Shares which shall have been issued and reacquired in any manner by the Corporation shall be deemed retired. Section 7. Ranking. The Voting Preferred Shares rank prior to, on a parity with, or junior to other shares of capital stock of the Corporation in accordance with Item XIII of this Division A. Section 8. Voting. (a) If and whenever six quarterly dividends (whether or not consecutive) payable on the Voting Preferred Shares or any series or class of shares ranking on a parity with the Voting Preferred Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of similar types of provisions with respect to shares ranking on a parity with the Voting Preferred Shares of any other class or series which is entitled to similar voting rights (the "Arrearage Voting Preferred Shares")) and the holders of Voting Preferred Shares, together with the holders of shares of all other Arrearage Voting Preferred Shares then entitled to exercise similar voting rights, voting as a single class regardless of class or series, shall be entitled to elect the two additional directors to serve on the Board of Directors at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares called as hereinafter provided. Whenever all arrearages in dividends on the Voting Preferred Shares and the Arrearage Voting Preferred Shares then outstanding shall have been paid and dividends thereon for the current quarterly dividend period shall have been declared and paid, or declared and set apart for payment, then the right of the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares to elect such additional two directors shall cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages), and the terms of office of all persons elected as directors by the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares shall forthwith terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of Voting Preferred Shares and the Arrearage Voting Preferred Shares, if applicable, the Secretary of the Corporation may, and upon the written request of any holder of at least ten percent (10%) of Voting Preferred Shares (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Voting Preferred Shares and of the Arrearage Voting Preferred Shares for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Code of Regulations of the Corporation for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of Voting Preferred Shares may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Voting Preferred Shares and the Arrearage Voting Preferred Shares or the successor of such remaining director, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above. (b) So long as any Voting Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by law or by the Amended and Restated Articles of Incorporation of the Corporation, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of the Voting Preferred Shares voting as a single class with the holders of all other classes or series of shares ranking on a parity with the Voting Preferred Shares entitled to vote on such matters, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: (i) Any amendment, alteration or repeal of any of the provisions of, or the addition of any provision to, the Amended and Restated Articles of Incorporation or the Code of Regulations of the Corporation, whether by merger, consolidation or otherwise (an "Event"), that materially adversely affects the voting powers, rights or preferences of the holders of the Voting Preferred Shares; provided, however, that the amendment of the provisions of the Amended and Restated Articles of Incorporation (A) so as to authorize or create, or to increase the authorized amount of, or issue, any shares ranking junior to the Voting Preferred Shares or any shares of any class or series of shares ranking on a parity with the Voting Preferred Shares or (B) with respect to the occurrence of any Event, so long as the Voting Preferred Shares remains outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of the Event, the Corporation may not be the surviving entity, shall not in either case be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Voting Preferred Shares; or (ii) The authorization, creation of, increase in the authorized amount of, or issuance of any shares of any class or series of shares ranking prior to the Voting Preferred Shares or any security convertible into shares of any class or series of shares ranking prior to the Voting Preferred Shares (whether or not such class or series of shares ranking prior to the Voting Preferred Shares is currently authorized); provided, however, that no such vote of the holders of Voting Preferred Shares shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such shares ranking prior to the Voting Preferred Shares or convertible or exchangeable security is to be made, as the case may be, provision is made for the redemption of all shares of Voting Preferred Shares at the time outstanding to the extent such redemption is authorized by Section 5. (c) In addition to the foregoing, the holders of Voting Preferred Shares shall be entitled to vote on all matters (for which holders of Common Shares shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for each Voting Preferred Share entitled to vote at such meeting. Section 9. Record Holders. The Corporation and its transfer agent may deem and treat the record holder of any Voting Preferred Shares as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary. Section 10. Restrictions on Ownership and Transfers. The Voting Preferred Shares are subject to the provisions of Article XIV of this Division A pertaining to restrictions on ownership and transfers, including without limitation the provisions relative to Excess Preferred Shares (as defined in Item XIV). FURTHER RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation, as amended, be and they hereby are amended by deleting Item XIII of Division A of Article FOURTH in its entirety and replacing it with the following: XIII. Definitions. For the purposes of this Division: (a) Whenever reference is made to shares "ranking prior to" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation are given preference over the rights of the holders of Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, as the case may be; (b) Whenever reference is made to shares "on a parity with" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, as the case may be; and (c) Whenever reference is made to shares "ranking junior to" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, such reference shall mean and include all shares of the Corporation other than those defined under Subsections (a) and (b) of this Section as shares "ranking prior to" or "on a parity with" Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares, as the case may be. FURTHER RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation, as amended, be and they hereby are amended by deleting the definition of "Preferred Shares" in Item XIV of Division A of Article FOURTH in its entirety and replacing it with the following: "Preferred Shares" shall mean, collectively, Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares, Noncumulative Shares and Voting Preferred Shares. EX-12 6 l99550aexv12.htm EXHIBIT 12 RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE DISTRIBUTIONS
OF DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Amounts in Thousands)

			Year Ended December 31,
			1998			1999			2000			2001			2002
Pretax income from continuing operations			$	77,394		$	85,116		$	99,388		$	89,649		$	100,908
Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest			$	67,096		$	81,423		$	95,230		$	94,697		$	86,365
Ground Rent 33%			$	120		$	176		$	244		$	234		$	252
Preferred Dividends			$	20,139		$	32,419		$	42,563		$	46,343		$	45,396
Proportionate share of fixed charges of 50 % owned joint ventures
	accounted for using equity method of accounting		$	—		$	—		$	—		$	—		$	—
		Total fixed Costs	$	87,355		$	114,018		$	138,037		$	141,274		$	132,013
Capitalized interest during the period				($9,900	)		($13,400	)		($18,200	)		($12,927	)		($9,157	)
Preferred Dividends				($20,139	)		($32,419	)		($42,563	)		($46,343	)		($45,396	)
Amortization of capitalized interest during the period			$	826		$	1,272		$	1,879		$	2,310		$	2,616
Majority-owned subsidiary adjustments			$	3,312		$	11,809		$	19,593		$	21,502		$	21,570
Equity Company Adjustments				($13,351	)		($24,713	)		($23,296	)		($18,560	)		($32,769	)
Equity Company Adjustments Distributed Income			$	12,903		$	24,713		$	23,296		$	18,560		$	32,769
Earnings before income taxes and fixed charges			$	138,400		$	166,396		$	198,134		$	195,465		$	202,554
Ratio of earnings to Combined Fixed charges			$	1.58		$	1.46		$	1.44		$	1.38		$	1.53

EX-23 7 l99550aexv23.txt EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 We consent to the use of our report dated March 18, 2003, with respect to the consolidated financial statements of JDN Realty Corporation included in the Form 8-K, as filed with the Securities and Exchange Commission on March 19, 2003, of Developers Diversified Realty Corporation. /s/ Ernst & Young, LLP Atlanta, Georgia March 19, 2003 EX-99 8 l99550aexv99.txt EXHIBIT 99 PRESS RELEASE Exhibit 99 On March 13, 2003, Developers Diversified Realty Corporation disseminated the following press release: DEVELOPERS DIVERSIFIED REALTY CORPORATION AND JDN REALTY COMPLETE MERGER CLEVELAND Mar 13, 2003 - Developers Diversified Realty Corporation (NYSE: DDR) and JDN Realty Corporation (NYSE: JDN) announced today that the merger of Developers Diversified and JDN has been completed. Developers Diversified's shareholders approved the merger on January 29, 2003 and JDN's shareholders approved the merger earlier today. The transaction adds over one billion dollars of assets to Developers Diversified's portfolio, increasing its asset base by approximately 30%. Developers Diversified believes that it now represents the largest shopping center REIT based on its approximately $5 billion total market capitalization and its aggregate operating and development portfolio of nearly 87 million square feet of gross leasable retail area under management. Scott A. Wolstein, Chairman & CEO of Developers Diversified, commented, "We are pleased the shareholders of both companies have overwhelmingly voted in favor of the merger transaction. This transaction significantly enhances Developers Diversified's portfolio through the unification of two parallel businesses and broadens our existing tenant relationships with the nation's leading retailers, particularly Wal-Mart, Lowe's, Kohl's and TJ Maxx/Marshall's. Moreover, through these strong relationships, Developers Diversified can significantly enhance the profitability of those pipeline development projects formerly owned by JDN." Mr. Wolstein continued, "From a balance sheet perspective, the transaction is essentially leverage neutral. The transaction will also provide additional opportunities for the combined company to de-lever through sales of non-core operating assets and excess land. Of the $150 million of JDN's non-core retail properties that have been identified for disposition, approximately $82 million have been sold to date with another $27 million anticipated to close during the next several weeks. Moreover, the total net funding requirement for JDN's development projects currently in process has been reduced from $97 million at mid-year 2002 to its current level of $46 million." Craig Macnab, President and Chief Executive Officer of JDN Realty Corporation, commented, "We have always believed that this transaction was in the best interest of our stockholders, and as evidenced by the support our stockholders have given this merger, they too see the long-term merits of this merger. I am pleased with the fact that as of today, JDN's stockholders will share in the future growth of Developers Diversified, as well as benefit from the depth and breadth of its management team, its extensive tenant relationships, development expertise and the additional financial flexibility offered by Developers Diversified's strong balance sheet. I look forward to being a part of Developers Diversified as a board member as it continues to grow its business." Effective today, Developers Diversified has also refinanced JDN's $300 million secured credit facility with a $300 million unsecured senior term loan. The new term loan has a one-year term and an option to extend for up to an additional year at the Company's option. The new loan will effectively unencumber nearly $500 million of JDN assets. Compared with JDN's former annual interest rate of approximately 3.39% (LIBOR plus 212.5 basis points), Developers Diversified will pay approximately 2.26% (LIBOR plus 100 basis points). The Company estimates that based on current LIBOR rates and existing borrowings outstanding, it will save approximately $2.6 million in annual interest expense. Developers Diversified will also use the new credit facility to refinance $75 million of former JDN debt, which is due at the end of March, at an additional savings of approximately $3.2 million in annual interest expense. As provided for in the merger agreement, JDN common shareholders received 0.518 of a Developers Diversified common share in exchange for each share of JDN common stock. As a result, Developers Diversified's share base increased by 18 million shares, from approximately 67.0 million common shares to approximately 85 million common shares, on a fully diluted basis. Developers Diversified now owns and manages over 400 retail operating and development properties totaling nearly 87 million square feet of real estate in 44 states. Developers Diversified is a self-administered and self-managed real estate investment trust (REIT) operating as a fully integrated real estate company which develops, leases and manages shopping centers. You can learn more about Developers Diversified on the internet at www.ddrc.com. Banc of America Securities LLC and Wells Fargo Bank, N.A. acted as Co-Lead Arrangers for Developers Diversified's new unsecured senior term loan. Bank of America, NA serves as Administrative Agent. Developers Diversified Realty Corporation considers portions of this information to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company's expectation for future periods. Although Developers Diversified believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward looking statements. There are a number of important factors that could cause the results of Developers Diversified to differ materially from those indicated by such forward-looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property or the loss of a major tenant. For more details on the risk factors, please refer to the Company's Annual Report on Form on 10-K for the year-end December 31, 2002, which was filed on March 12, 2003. ### CONTACT: Michelle A. Mahue, Vice President of Investor Relations of Developers Diversified Realty Corp., +1-216-755-5500, or Fax, +1-216-755-1455, or E-mail, mmahue@ddrc.com 8-K 9 l99550ae8vkxpdfy.pdf COURTESY COPY begin 644 l99550ae8vkxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C$V,B`P(&]B:@T\/"`-+TQI;F5A7!E("]#871A;&]G(`TO4&%G97,@,30V(#`@4B`-+TI4 M(#$V,"`P(%(@#3X^(`UE;F1O8FH-,3LK`PL#`QL(@P(```@RL0,C"P#&!`2OPKW46L7[.IR6<&6`[ M[T7#E;I%QFH^K\P#G#M"!4U?6)?;L)JWN$TR.Z1[S,70G"_\KM7[`$%C7>_9 M#`R>31[=IL=GYRADRXAN=75WL)>6"51_72V4N\1M>=@.54'FAUX^*4OUO466 MFJX*FK)4TRMHRN*57EVSGFWMRHZZM@1B?5?BFE=>/,%KM0S]MJQP-;A6JLJD MV;9YI8:@C^E<3Q5T`EO><-_5I7JFFW?5Z8Y3G'?,J+J$GF-D>M MQ);,/%P)DBBX%[PPR^/.9Q&@1-*.?*#$C'72Y^`ZNA[N`4JD\SY%2!3Z;54Y MIW&O1-?3N,M\+G<0T*+G3E=F['S;"KA\'O:U2.GK.U8AL7N0I/2]I+D)6$*H-),NU>96G MBUNZ'6OD595%RL;SF=:\FA3P72+;:E(#@V!'1P,#1T<'`P0QP+A@!@.("6-S M@$D@P2@"8C&""6.P/&L$3(XA#:1`$*:`20FN'BP;"B*4X(0Q7#&(8`(:)98! M)-1`!!N(8(#8`+4-1(+%()0%Q(D0#IB4`#,UD-5*@#G,2#J`_J!E$@6YA8&W M\2B0Y@%B47"B+&/@90Q@8.D3VWZ^L\9LS])##3Y'LA@N*G+-"%%:)"K@DWN& MIR0"Y!F```,`P)XR)`UE;F1S=')E86T-96YD;V)J#3$W-R`P(&]B:@TU.3@@ M#65N9&]B:@TQ-C0@,"!O8FH-/#P@#2]4>7!E("]086=E(`TO4&%R96YT(#$T M-2`P(%(@#2]297-O=7)C97,@,38U(#`@4B`-+T-O;G1E;G1S(#$V."`P(%(@ M#2]-961I84)O>"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,38U(#`@;V)J#3P\ M(`TO4')O8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P M(%(@+T8V(#$V-B`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2 M(#X^(`T^/B`-96YD;V)J#3$V-B`P(&]B:@T\/"`-+U1Y<&4@+T9O;G0@#2]3 M=6)T>7!E("]4>7!E,2`-+T9I7!H96XO=2](+VYI;F4O62])+V8O M<&5R:6]D+W8O8V]<#6QO;B]H+U`O2B]&+VDO9"],+V5N9&%S:"].+WDO>F5R M;R]J+TTO86UP97)S86YD+VXO;VYE+T$O:R]/+W1W;R]M+W%U;W1E"]6+V(O0RD-+T9O M;G1&:6QE,R`Q-S(@,"!2(`T^/B`-96YD;V)J#3$V."`P(&]B:@T\/"`O3&5N M9W1H(#0P-C(@/CX@#7-T7!E("]&;VYT(`TO4W5B='EP92`O5'EP M93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA"]- M+V(O86UP97)S86YD+W-E=F5<#6XO>B]C+T\O<75O=&5R:6=H="D-+T9O;G1& M:6QE,R`Q-S$@,"!2(`T^/B`-96YD;V)J#3$W,2`P(&]B:@T\/"`O1FEL=&5R M("]&;&%T941E8V]D92`O3&5N9W1H(#5139QK&[R72*L=1671JBSV$`44 MP05!044E0(`@(1A"`$%%=@R+TB*+2U%`0&411+14D>)2$=PHPV)KZU)D1FK' M<3CO33][.M'.'_UK_GG.=][S_9[S/L_WX9BQ$8;C.+EAW48?7ZE#D$(I3URX M2:64Q;\?+^7$&#<+Y^R,.(;'V1ISK)DU\D#QOZ7_9DTPU?@?.MV?:B:`!@NX M,:-KEL1>A!$X;E)5=[;#R\UV4? MU/6]NCI)I)&J<+DD,#51(U_QL9PC"`P,TO,WA9;:8LI,$R%81H,2\:P`@P+ M,-2%\;##N)^1N=$&HURCJT;/>"S/A1?(4_(Z>;\8KS"N-7Y&>!$UQ"/^%OX5 MOEZP67#-9(-)TS3+:;II>E.MZ=/IUM-#IP^;V9L=-GMCOM+\HM!!>,;"TF*G M1;V@W>A<^K785SPV:\>L(3N17:'=";MO&%?&7R+4U7-39T2=5=E#;YN`/Q9: M1?Z36\'E4\`3[&KS_CSTB$F?PE]`CB$R*T3J1<][%CP>PJ!F`3FY,*C[7TEL M.K+F[SUS6_%:O*3IF>`_E<\O@X`&S*\944,,'#*0UW*&M-7(R`3Y+J(VM(>= MNTZ?.G)O\AC3C"8I*G MZ_VRHP<")UD9_$Q%\I6[P^7+Q,&IE15I+/E'1F7:OHH=8F0Z']E],G7Y54R.57E>6WBGOJJBM-L40%Z\[L1T<4W<%OA!16I.?G-DU%8 M,'!R?UI:'WLDI3AC+XV,W9&INV%UU_W=P8_@UVJ(/R?J>'E_#)ROD]>@B>NA M[K367KS4HMBZW#DT81^3?#&YNXOF5J*9%(K3\EOSS^3*Z?7K7./E3,B=G8/1 M@R9W&\<[?Z&'_3M7S@U>NFI[1>RI]8P\B?"5._E\1*.9;_=\"]/[>IO;&67# M[?7?BZEP[W:YZ6T2X+,M6R/V"K@[P@H3.6_(0QA@HC%@(]O(C63U M%.=-F6&-93\,/**?!%1HU+'I81$M!^M*#Q<6%C.%)<6%1>+2TMS,E+2=OC*# M@WYY,M[UE`==^N441>0-P6.+U\:'M:3!B9V<-L@(^_U?1AP]D":#7R&_A!X/)B18:BFNOEX MZ]D]=4JE6KU;WI16S0H]2K5ZGV0\$[[F0;NAAC5\E/J[#W&?+]Q7IQ?5X36O MH.(5#XKU#`561:ADM4(`7T?G5 MC^-3-!@[WW=:O'`[*AE2XBC MYW:G>$-82/.[RP4DB\K;(7N43.'B((V:PP7LXJ-[[P((/V@2D)>1^XB`3`'W M-P*TYBZ%LOF0"1-$D:'T5N[&&`[<0Q[XD9FQ M1XSD?(2C@T1V?G'.$3%@>>`=BI;02"@-7,ML3KCC)X[0Q1^,_BIQ#%S`:`IL M7V0TA'6S&P<7'G>O-!'NJ^>,KT#V,;QI`DI^YG&;])X4RLU"GZ&U:!>-HMXL M`%/P:8'%WP&]8GAVH/9`;!!S$H2O00P^]28H'+514XV??(R('<'^GFN&P.-V M64U9&5M3V_)YDUA8H>4FAO`O.2F/VZR?3[WC\]-VA7U\/(OH/G^BH5\,2C[: M]FZ"Z.=#C-Z>,&RC%]:+>H>]AT#U(&B8G(`8Z*?(%R!P[5!*:>]0F;_;COX1 MAIP8[VH[5\<@)^1&K1AP!4O&<,GM/!AWW]/>1/0KEASI:7C<\9(>7C>`B$_G M;I[KUJ[X46H`75:'QRVAR9''W!RJZ]SUOX\T;PY:'!@E5S/1IUUNC-+"DUK( MNL09U^.-+R%[DGX.0"`+9.V.,&3K>@69`'WU^HG63J:H M($<=9/CTN1&V<`OT5&K^@?T'F;U:66JL>'823!O^X;]L5WM4$V<6-\:9P=.M MK"6%X M!!^\08+X0NUA=5VP:Z5:G]7J]FQM=5TCKG?2+]W=;XA;VU//_#=GOGOO[[N_ MW^_>:;AW&_Q,:%T$5AF6(12`?,)-D/O0'\)K\.A%:J3K$!KS0I6.V`(\]D30 M':(3GTKF<+"U\OKYB\SMB$KU[NC\][G:7&/M"!Q!E)@$V M.,3YJ3*K:ZG<%24H-A=J*W9>0F;QO&\JB;:Y=?SFN,6J)#\-GV9(-WKQL%&@ MU)M,/16%EN(J[BB,)ZQQ.\M#&>7.Q#X$%!P`+W2`&`<# M)H'OA)YNJ.SDA0E`.$'O7``4W6YS^2B^S+/H%C'N""I8-%K21L1%\K[K?HL]HX.N54^HG88`8Q MZ.7L96LT19VL:!EC-5MJV7)+09V2/CPTS*.7I,>0P,TT2@5I>\7'W3)EOY;%T'$2*@XI:DW`,)O0G M?GB<_6R5?4$@@WJ1T;0B6E?:AD=**4[1!3T.V-N%LSQT@JVAU4ZGBM]"J"*! MG+IY0SP:KT2_-14X."B@(,!PRVC55H;X-4"&B@S?G96,,09`$ME6::IC04F" M?%_Z7"O72.:#/^$^0-(=/#6@M^?^7JHK3)6]`M>5RHN=U#B(QJPY]SQQ64./ MG7XH)F.SP[&IA5F:U&`EFH)C-Y46-;+PVB]CW_HQ]MM4L"YC81YN>JM`A1>F M5G[!0`(%4PQ?&.U9%8%^^"ZUW3!0`^W=$UJ`%"<^V+:/%ET;X*D"E6G("_I: M8Q"#WJ0^?D>U%,WR!P*600E,&_B.I9_`Q%.O+]G/-9`Y\#&10B;DQNIS=G[0 M.E6)=B!O%((;[-,4<7H-%S8$\OB'2EJ$T>!WQL+!!]30/G-O$>L1R(E>Z!1D M3YW0[Y0+WM`LD*'%6<*G#&R%?K2.6IB7$BC5WRQ0GO=B!#54676EA!50,T]= MSK7@WJ(HU`]1OWR/\7O.CTLV":XQ@@PHI[S&&_H$-/NWGJIKY2&\ZX/Z+696B3 MV3\VWEZJW)46SVM+TJLUG*ZB,;-'N1]^4PA1'KJ.Y'[5*1?G8$&>,`B&1"9F M5R)2H\TL;*'^'[>3IR[HZ_>$/NM;J(2['>,NTE5?9&`UM:_NWY.(MIC[D^.8 ME#1CE*3E,P(5:=C1M?QSI(5"7^RL$4,7ZPK_4NPG("OEH?$A\9%$)#H1CN&Y M@=IYTD,.NO,Y]1)YL9TZ#HN))!+Y1*[(0].509J";DZ,IZXWEEZ0>G7P&0I9 MKUCCE+N&I5C1)/J3VXS213.!-O+DY;RZ'%S\=`J-4F>\I;WT$=6O[3(<._.F(8D'+X0:O`W)X*/A`#:2@0&VL0?@*1%TI# M,3`5^<`RKF,,DD_Y&F^5/,AO.IT@7X!XE#AE+I)S'MG6=T.?Y$K_RITX5)/EYA4@;D>P&'F-.LE!I93!KM@M"N?#-8X#G.VZE['-89^ M`#1Z]31B660CX=UP16M%05,O3#4@?S03,:;MZM0",R]!0.\(,//@3V&XUJ!Y MBEGFR*9-G6F6J%/9-B\8504!PY#(_`S56*3!J-B`>TGLL?>)N=?`.Q88956M MJ<#"H7NN,XH1ZS9SS2I7B`UJ4F@0HJRA+\QL('J M-T,V.D?`?))^X(X6[R@.[BT][0"??.2'<4\W!!JQ*T?CIKD1/7[ M!1BM_,2=3R[*5\V6V'V$DLC6*[H$V;`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`PL\ M\7R\T6>65A.4.UD!694HQA*;U\)4-G=6UW,P$6:\P%Z2LO3#&S.9I)VF,`/) MW:E*%&*5E\8,XB!H\"338?7UQ_5Y_?F3?Q[J5\DLW.`DE*J0-A\Q)F7E[,G1 M\J1D97@&[))DV_96'F3LA\S'G:&W*M#7N8+!2<@#!WGBY6B9(7VFGJ%8C3U87"P5?<4W M$F&L%LGQ,DF]](JMY&\PE84TZ9C_V!N)6KR`ZL@RY_98=P;T,O"I<^]XLO(! MS!@E+W<73**3#7N2U)P^.TF3P<:F-/<2&=AV<`AFG^*("(RBL[4:G8Q-,34V M\A""SIN^PS,YZEOL&NF[3562VEQ?65/-%^D%@6D^4M':U*M=P04@ZC5>^.6" MA.F,7U_LP&!_5VL'M\+:L[^"+6LVG^SAW70MXL1+L$@X)G>_Y@#Y$VJ4;(LC M])G\RQ4M[#_:I_W)7T7RB';YV@[S"U5T[.N=IV#M.?!^]M-Z0/C]9<'KTO=Q M1AB4ZBT2:BQ"&9X5H7%5(7-!L:F`/6:2)?,DVINBI-'ET)T)XL MP2Y<>9N(Y>G/FSOZK9G)A7Q!1D%&>5J]97*3I:RREJG0-"=7F-U;6/\50S`3 MIEP].=1[,G'5`9Y*@=FX@?;3FZJZ&?$R0:-LZU\!U7/`\U[D@NC6;Q MK^9@A#UP-$R5=PYW=#0021X@S3=(J)3^RN-E)\I=25C7(*4%4+O+H6L3Q#FP MB(Y-CU[ES?I_V@U?[.'ALA0\M+Y]<]F_X`\"\%K\\>W%9"^:=A:F-!?S^![, MH9^4=38,LG>+_2(.\$0-">+T%MAB=_G!,0$NBL$TG@2NT@YKWR#7:_VLAZVJ MM36V;6[8@/U,^(L-_.+$^_B*=*DRV]_`J<$FH#];]M=?8.`*N"$WG'(&_GA[ MBPQF'X(=G5:[N_UZR@.?\Q!ZI\%.#7M11[U>SJ>;*JJ;.SCRVZNK,7UC/B:-DDFMW].@X:@1 MK]"XR*T$8V3SJV?PZ1!([%G#7E:.&GV(Z0))LCDBKY:IZNJNLG`%[?H2=NB' M3OC%J>Q*72WO1JZ''7B;[UL."'!0HZ)*H,.*=%;R9D>@KOTP$4_Z*CPQ+/YM M.>;]MQRCQE.<]R[%8XEHN2YG8PZYM"0!A5L5UCL,[$,GNCN%1G:P)L:/Q^%H MJ4(?KB<6\%/]-=E%%:6)[4TU-HSVC-CE>G4C$ M@@].:1-'2@;&CWX^?C2X1-&+3>O#N#C=^6A6(5.GQQY7]`+=_3V\QXN;D#XO M1!Z2&:*:K$(6X1T6Y:F$T_\7@G!?),"*4G)I]QW4G0,?@4:0RLV2'9:,PFX& M_(D`Y/`:28FR*#N'T6@,>SF%&E($Z4Y+S('0RW@N!'LV-DC`'5B[J9\5<'06 MZBGJU5G\=L2`H/BDHP63W$!RB4=)08K@[/"WW94D=G&=A:HHO@Q&=JX MU^BGY<8O\B2G]W34%"F)I!L M"^)BXN]AR^ES?^2`-<[OMU.HDX\>TG[)QFW[2:YV"2C>O,-RDH'#R'I\X%I? M>8P_AY/1ZG1#E+-%T@6TU9R4=YL!*VJK:2.==],<&,KC./2ERABVCUBD"BC- M(ME\P-Q40U8=-)SUXU2?@*]VR[@>;5+/:G;CUL2H0'X$Y1"RHYN4D>I(C:L2 M60J+W^9AS7B->MAT@^[W'.#KH+Z^]XP.5&LBG>#Q`@K)RRIK9:`-=1QIKFIB MSU7$!?!X.UJ6IH]U6L208LS?(_0RD(E@DF_#IL#M\9O"N;OC<'><<%'C#_!7^8^QA[\.5C`33^ M33JL&?YQL._2\]/$[`,\U6][*.^&DRM@78OH*F2?=Q]Q0,8C:G0$>]#1N3)_ M/:<$?05:H3I(U,]\E-AJUW:QP-\`+S*[)R^[[[UT4WBJC#=:)+?0/D+SVPA% MA#)"[4QA4;&IB#VSH*;%7^2CI?/5^P(BCQ:Z\0NA_47 MQ`_MN7+WND>@24MOQ/!NB&HK^0WG5_C1U M1G&:>GN98]W"A0WN3>Z-R7!Q6Z)SV:99W,B"BWR8W1+GB`:FO,CD92O4=E5N M"^WZOM#2PKVE4$H1.E!8QW_D])\]S?K_3&PST,^)XSCS'W/KMXOKR%^-',AR5006WB!,CSHEA M>BR97;PT9ZH8P3_-]H-2-*FZC74D@G5D.Y:1B"_D8$\]EKZ,%S2NS^FO?7Y[*C;+6&&'M.6UL96I\-[[E(/LOJ;4M=4O*BU+QG37X M$#]IO+89KI;J/)[4-`V/T.XSY&U/T-1`4W.HFVQQV.S?L$9]NZ6=J;;_)'%P M'VVWD!G/I$='HQ"Y[5?#;&(^F,VRN1RQA_1[",I\>?`[:4$JU(9-RJ>R:DBI M4RL=>>WC>$W:.V(_13=7H5TG7V,KH(\0(DZYGTZ/!$;]K(QJ>'+8.^R4VZ>K M'B%^]*/"8W&_NX\)]Z7.QC@H@7NC-\+Q1C MH,[3XZE@*E_]`$^F/1'K\%%@T%]E)Z60+E->$]WCM!]\DS5/U-],T,FT/X$)-?#D ME-COFSWX)WJY#&G0WM9:BT3(FX3+V%'/", MN?H[08.\95+;_$Z>[FI`[&V)?1,K:?)R5$S':G6JZN75H"^QN)%XG49 M:_J`OUR[[LLH=$:U&%CI([.MRMFUC$*N!$64'(:-_2`%M)1*:A7#P MW%T&6`T:>K(#6^?G2.VZLA\*4`&X?5\7Y[*-P#W,!VJ6.@`[\=Y95-!NVUM= M1>]9LJ;24W+N0G.TP^'R>@76ZQ:\'L;A"/4-Q>=6+G+4!V`8>HI\+=1>4?D4 M00V!+4<4X0JI=4`-I%07(*6&GV$-0ZWJEBO?U^DJ1;9R6;>ZNGSS'KO)UXWY M%A1G@&O,/LP'ZA"5_%'9CT]DHK^OW*$??#)PJK.%/]8P;1L+AT0QP(K!@.AG MPF&7W=Q55WV,'WS/C6M6<5H00V2O\78`!*;<=/W\DX>J)?Q@,_YI6%#3.@(LV5V;)XV4B"4&8U1A;NE0J M3P^5:ND*;4:^+BGQ-UG*N7$?*#V]O1:[3\^E[Z;W]/16*?WCM=LUR@WY^BQ- MFEZY)CU.J\O0ZM19FG@/I=(_-549,?V#7AFAT6MT.0+Z;E-EDEZI5F;IU/&: M-+4N1:E-4(8DI6NS\C,T2O_52G5Z_`*M3IDD\/39V_5)\4EJ79)&_V_NM,IW MK_\2+2)$E%AD;2*RL1`Y.8@"&%$D(=**1/M$HE6"42)3T6W"AEA)Y!(GB"O$ M"Q,ODTR30?$\L5X\8#K'--STH21(4B9Y3J:05ZG9U&'J[V9ZL^?F&+*4PK+"M^XWH/G M#;"[538$BDHP!Y?GWW,7E8/ MHXRCBSR=X]$ZNBZN;;V"+EB3@G8A:,^BY8_K7_WET4!+)T>?5W=T;QN3UPU^ MWM^MJ*CH'BDOSSWDD/UQ;J%.OC7U]&6UXL9+@^'*]W5-![_H.6#60-$%4P_Q M5\RY^H9++5S?BJYU%Y=W1#KF9J3DIT]_5J.K=&)<9%<]*BYDG'9J(!%L(L6"B& MVZ!CUA2O+>&$`VW%>_'MTX/(^6#&Z;0!>P!>4? MP!N"8`]:@9G3')0Y8R4G-31,NN<2$`9SQ7Q8`S.WN&E8P0\74%B)A"23.GSJ MU*%J>:88JC0O?%H5L[I>4M*:@!'/A1(`B[!+#&O@T1&3Z[6%N]Z7XYN M)"P!#PF00!CN'6?!'6>TA>+[X>@:D>NB=B@**'KT7B;8 MJ-&1]=R<'L6%IDTLE:>D926'W$[_O2#06LB4\F[L'9_C"OK9N:9.XWUV?,49 M-[18YAF2+BB&*A2#F`_,E?VN&S3@3.?Q*JAB^,"/J`5H)>SCNQ"=S%`"Y13= M(S@WFZ+SP.4:B"G<;H<:$N+@O*2"E.[^EM\#-,&;/Q##!WPO`R?(LT!+\"XY M#R?NE-XK'4YSO)1U.3*,]5Z3G<2%1#Q?)8_-2]%&W$R]#\%OP03L)\*O11L5 M01VAGZDJS:1%3?!+#QS))9K!$SAP%_/)DRL9O)2&3K@1@UG<`XJ(EQ#4`74'A=#[NK5M#C03E>\4BP:/)F/8C`^8<'8#.^]M;BBQS]_94O'[4_ M8^FQ@;@7Z,[1XV@^U%&HF_$>K.9!M7"X+2;=SAI50X?*&)`*)L3;(1@5DBT8L`3@S2X;!-'/T(_,-6,?EE3OK^&H_MK M*JHK:ZJVX'HTW^*::P:N_'[FH>':MT,UH1B95;)E;R&W^].,TD+YJL)[X#+= M3J&%X`J^LL?@:T_7/_Z?7:1CX9;I-*X1\-,"WB'@\4)'KQJ,X-?)_SJ7^&+2 M1SP9:&2B]A6>BOX;ZOEC#EH2=5,]:7X[DS;M=M1!C)%*JHC:W\'6UG8WW^$@ MFZQ..>F?P2;G?QI:RNG@/C6U%SYA_@AE;[!,(CU@,.I.PO46:&S1&65O81&H MP!LY\*/3H0Y>,2TDG7UC[XL=Z,R&%2U$$W5^;0_'EYL>*R]OO"BG=.0R21A"SH,+8`QLX'-*1 MO7O/[%O#3N5182EE&TH$C7E]D^:M1#\$\DN,XLG9X,YX>/FE^?<.";R?,ASE`/D7S16V<$8HR2-VNXIR,S&7]GG),0!=480RN`QEZP4ZP M?7#MR9ABVCY=&__VE"#PM7!#?@L!=&JU'8R24%DE1$@%(2QXJ"``6SD<_"?7 MU1H5U75&P\)[#S8-M=Q,Q#O-O2R-6F79)O$=[4)1?``!'X@DBDN+(L1A@*LP MH[Q$&6:&>0""@`*#P.61X>F#AQ`Q@,:F8`)HLM(J5O"Q3&/14-OOCF>ZVG.! M9+GZ=]:9N[^]OV_O\QV:*1'0!7V;,8AUIJ-(C3J08U1@E+Y2E&=EB7U*6%.! MH]_%)Q<'X&F[3I1>Y"`-L-QD M(06!1['OR@)>A,<"G;(J>3V>87%CQB91B/VK`^>4+_ MOT$JS)%<_@C[PC3L!U:>D49!6=/0R0.#ABNM7Y[B""KAUMT!=M'E7X29#I:Y M.DRB(O145/8-5M*B_G9KJY43\1,!M1DN$Z(X`NL@`MV\;&F3?W\DH!9]J]%? M%F#+H)C$'GXA MT->,;5D;6>?G2&7:[A^;=*:$JZDV7F![/BI+4.]+"#EF(\&W=C,29O0 M:)WY6O8DYXDBILML3XL*C3G%DER*KTONGK`:UG1^]B+73<0M`KJE+](=8;4G M3L3%<3@&JRGX!(TT6'JR2:&/Y4(O_6RJ$-T4\PGE(`Q5B^"/-52Q-B\ME4TZ M:@@RD@,/T>3\.EX3/5[`,B;.X0$:A9K&5/CV%=A;N2DAKY.75.B!W3PHR_NC M@-HG0)AF&2;&L#V#8^($Z5OD#@V3+%ZT2#7P>]>7BT3%YOP$ZQU6"D(C=99> MN<8<1*X"%=XMJ2B<*]!#F:4I.UEG+-J:FOP'N5.I(EJ1<[1RD)4.6!!8G2-4 M-0U6Z3EE<9KIS6I#L$SJ/I(MG9#H>(],?YNTKHUI+WX+-"*]-B_1=HN5WB&1 MHY6V.B]0-=((W9E;<2N?0!\2T%U=X2?!+.XU(OQ,\J'P08$N*C9LZ.69=J<: M;8[-",[@)L;>X5GOTDAF_M_@YRK-/'UT_`.O!2_C=4X$A;@N62[VP<+8"Y$@IKLF6_C'?R$7^V-T-M(_/J,3/4' M)%^?DII'17I#OM9REX4@!)[F+G-?D]N=]H*A1I)TV/_L*HY<^\Q=`7V>:3,W+#PA@=?# M-DT9(>(Q1831,NT.-9ZNT"5J=/%*1ANXKO[1`1Z\+_Q([F)?]J=JI]@DX3>_ MPPM@Z2Z.K"N^0Q!F*E#V7\FO&N3Q,\?%GP3A&>VKFI"S4[),7EJ7ZN"*G%$@ M[VX!X,/<)3772D\5]AQ+08_RSJ6]\_!;.Q/PS"Q>"L"W%6G)YM(4'H?#>:J[ M9-P.OV*9N[`:1^7Y$26(N_1VXU)9A@\TAHTGR20\%M'DB$%8-8((?)."?;2[ M%VD@:_=HK-6`"PF0U[=\RCR4M%*L`F)BD#8S,_F(>G?]*B7S'=ZFPK\)"C'J'Y5Q^%-;&KF;_$OY>V!V0K4W:,N[V?Z>3Z_"+VY@Y%?*R::2_EOG4E\-.PCUD!I7 MB=AZ; M1LN?]A?H!F-CUA_91/UQ0SJ'7?$3RDA[P0BELYVL+&0;:LT3(=\OH$YCP?&B MA$9O3SP=7R>'\.OP'TI?8"@H8)MK+$WRJ0X2^;K3Z26[(,HYYEE#@[\419VB M8;4S2HZ/W=)887-Y9:-UUL1,EB5*,V2:/JZ.]7(M5H%N,]1DJ=@XDXDXZ'UN M(2RDTDH-N45L;9GI"YGC&`$PE@CG5/`Q;O/$ZW#\P?#HS.A,LFY9111E#<]N M9&T%%??`E3O?]1POHTXG%<2GLW&QQIT&^9H14:PER1(ZC/VAR9.\M`1;]>,\ M-[F:B=2WRZD?/-76#D.S<3\;=R@DX[BLRX?D795,G2Q.$L^R-86Y`Z2:!P+J M,E3NS3D!`?B^)YZ/5APV;I##\QFYYT\E6.ZQ$(A@._25U=5FVPCKE+Z`(>G- M.@\1YF$&9H$;<,Q^IEZ*Z5.DIU,&@R%+KTPPV7)Y.(.^?[^5H,X(#`K+SSFB(IY4A54R,-/W.48;#AXX>HR'0AR*(!0/ M*,KSSS9?5H[F8G8+?B\J+#@DM:N&;->Q*?^KN]J#FKK2>"DEE[HN:L*U>-/> MJ\YH61]5=ZWH"+YPZVI;04"HJ`%$C4`0)01##!`@D,"]/`/R$"')30##RXKR M6&`L#U=V?;%:G>)VG;4KXV/=5K;N?%&`!2"%V9YX\/(@CZF/'PV3!^W\&N;W5L"LB3IG;O)N-GK$CO@W-;E:.%.[$1F/5@`OO>N=UWK$SF.:.S"C!',$N?*'[-D9`,RO>#J)L.* M"UN:*.$V2E(3PR9K422%/B:KR#3MD9A0^3+-U%_,#)1)ALQ9V*]ND2-B MY7+DCS9.;7[^I]'6QV/BJ,'RPGL]L-?E<0N84?#QQ%;7Q4MV%.LLXQ3<^*9G M-?@03=Q@?_49/*;H-2>/42?J$RYVV9LZQC>Y=J+M16C>$CHL9A0]D$2FF1-, MF.J!5O"!F0^:0?5%KDO:_-=`?%'XP5O8[_/!3ZBH-GWO21HO/-L47J!,CJ?" M[QR!V3`'_)KPGR:.<^W4V7.-#<]8MK*%OFUONS1&74EN MR:FB\>L;IB/)2\UZY58D9>-U"XNOVBIKG%8&X]OA!_(/93?'KK,?*L+,P9^$ M&J^,TS[S<6*D-\02',?YIH'Q%%P\&&=A2A)L[G MU9IQ;580T3J3TDBK(9\G]I>96^P4-!*5W0-=0UQ$"HT*B,.9ND0SWL\F?*9) MC+&*OPLKI%=@!5J,"^@Q6'CR8&F>S44)L\5S/S?6&144^BVQ5V=6YN+W\@C9 M2A0EO,0C86QK0E]W>UM/=T)'K")1&8=3?Q_%N(1_NH\,@Y_WX%,7XE-?0(T0 M1R*%6M*!>U<$A>U+7%Y"O/DH=YJNLS2+ M?+V$8!2B)OK9?08&)T:=IXP7^?/$W@I390\>^`@[_Q117J?T-5H#=3+%G(FW MLW@BS\C5YC`H$JQ.UU"_[%MSM?+[UYCQL8U9VG'%<+(SQ$86IB MH/A'$,-K$.PO-[@%5/+26Z_U$W^^[\H&7@[SY!Z.=3DH*"6P81"5W*5("570 MK?K4X97R@)@0=293*)$-W$;A:J+%Y#1'B0)$:PH2\_'91IXX6&K$`N%W&PE+ MUV#W,/M9DBAM&JO::WX=PZ&27%NK*+WEXN#%(39*)>ZK655T(=[/)7ZL+DSN MSFMBLEZA$U=7,>OBW;2^_1[>H-'[<]'<;_#-R\"[#^%- MW/F9Y2_0.XA9C0A$8M51G!4V#@LS1C'MN_BI->#O=FB)\"U9>WZD]\LRY!$0 M;D9SUD5HQEAZ`G61^XI5E?U@\)BUH]VF$Q1L.B/_T[6:S;%2G?GG(3 MYMZOAIGW^ZSQ\0Q$3I\GE17:DGY*>*0G@L*]6I4''5%RM&0#FH-FH(T/MWS7 M,G"J]P*#&.+7&>:(''S_->)Q+H7E8106??@`AW0?JU`#_3RYLR2[;HR2M<`N MXLL>6QTM&VLM"KTL'ZR]X.3U0]MV*$)4Z2+UFGMHEYHX:^(+]HBB[-&8DL3Z M:!#'Q,QV86V;U.%(^P[HO\7:9`_A,=PC89&&R#.;LC.T!VS[L*-<\9O07S'H M`\@M7T$EIROWB#;24_VB*9])0>L+>523WEE6[0J8[*X[D+IQD8>H(SG7E-91=H7GKMW\6(!Z+V;E+! M&[&@DD<4=3:A4.HJ6P5+1U0H;8,I:J)8ZBLVP2E672 M&W5T,-H1"#%>N7:VI)2R-W)M)32/2M2$PU3&5J>59Y_]U+8;9J(!/Z<$5@OS M&P=KBWEL5[""MG18QTNK!=5T(@3A.SU0]ES0\F16:5Y);@WR!ZV?[-ESD)ZQ M\]7-I?-X%(C;M;FZ*)W*9-G-RVA]0_A$/;8LI?QKP":3);?^./BB/7ZX_#>: MBV(*O-40Q!,Z+I%U4(UC$PUVVA5=GUZI]Z[6EI_,ITZFF31%XO>(I8\;%?[, M2T__1[!I_Q6LOB`K7T=O0Q'!\*E7KLW@K*+X)LY9_#^#[??+B/32&%-#$N39 M!=5E3&E)625UQM"F",G_+#.I:?^U)]91F#=(PR^$!0V#]<4VG!#8/NG!"F9/ MX-]:)9@G<2><="^]TKN77NGQDK;AY=HZI*N6@+5B6E-"9-8*D56@J/5&1SE! M;8'9[-NT-3CCG1]FO@W,S[B9/H+9]^52\E\(.*M>"F5N9'-T'EZ M>WQ]?G^`@8*#A(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::G MJ*FJJZRMKJ^PL;*SM+6VM[BYNKN\O;Z_P,'"P\3%QL?(R+CY.7FY^CIZNOL[>[O\/'R\_3U]O?X^?K[_/W^_P(, M`*WV?X$*96YD'B`B(B(D)B8F*"HJ*BPN+BXP,C(R-#8V- MC@Z.CH\/CX^0$)"0D1&1D9(2DI*3$Y.3E!24E)45E966%I:6EQ>7EY@8F)B9 M&9F9FAJ:FIL;FYN<')RGIZ?'Y^?H""@H*$AH:&B(J*BHR.CHZ0D MI*2E):6EIB:FIJH**BHJ2FIJ:HJJJJK*ZNKK"RLK*TMK:VN+JZNKR^O MK[`PL+"Q,;&QLC*RLK,SL[.T-+2TM36UM;8VMK:W-[>WN#BXN+DYN;FZ.KJZ MNSN[N[P\O+R]/;V]OCZ^OK\_O[_`0,#`P4'!P<)"PL+#0\/#Q$3$Q,5%Q<7& M1L;&QT?'Q\A(R,C)29FYN;G9^?G MZ&CHZ.EIZ>GJ:NKJZVOKZ^QL[.SM;>WM[F[N[N]O[^_P?GY^GKZ^OM[^_O\?/S\_7W]_?Y^ M_O[_?___`@P`YZP_$`IE;F1S=')E86T-96YD;V)J#3$W-2`P(&]B:@T\/"`- M+U1Y<&4@+T5X=$=3=&%T92`-+U-!(&9A;'-E(`TO4TT@,"XP,B`-+T]0(&9A M;'-E(`TO0D<@,35PI*2TR-#`N-RAA*3$V+C2DM,C8X+C@H0RDR,"XR*&\I+3`N-2AR<&]R82DQ-BXW*'0I+3,H:2DR M,2XT*&\I+3`N-2AN*2TR-#0N-"A<*"DM,C$HDRDQ-BXW*$HI,3`N-2A$3BDM M,C(N-"B4*2TR-3$N-BAO*3(S+CDH&DI,C(N M,RAM*2TQ-"XS*&$I,32DM,C0T+C4H="DM,RXQ*&AE*2TR-3$N-RA**3$P+C0H1"DQ+CDH3BE=5$H* M,"`M,2XQ-#8S(%1$"C`N,#$R,2!48PI;*',I,3`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`N-2A4*2TQ,2XT*&@I+3`N-2AE*3$V+C&DI,C$N-2AM*2TQ-2XQ*&$I,38N."AT M92DQ-BXX*&QY*2TR-#0N,R@D-#,N*3$W+CDH,"DM,C0T+C,H;2DM,34N,2AI M*3(Q+C4H;"DM,BXY*&PI,C$N-2AI*2TR+CDH;VXI+3(T-"XS*&$I+3'0@72`-+T9O;G0@/#P@+T8R(#$V M.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`- M96YD;V)J#38@,"!O8FH-/#P@+TQE;F=T:"`Q-C4V,R`^/B`-&EM*3DN.2AA*3$W+C0H=&4I+32DM,C0T*&$I+32DM,C0T*'0I M+3(N-BAH92DM,C4Q+C(H0RDR,"XV*&\I+3`N,2AM*2TQ-"XX*'`I,C0N,RAA M*2TW+C,H;BDM,"XQ*'DI+3(T-"AI*2TR+C8H;BDM,C0T*&0I+3`N,2AE*3$W M+C$H="DM,BXV*&4I,3'!E*3$W+C(H8RDM-RXR*'0I,C$N.2AE*2TW+C(H9"DM,C0S+CDH8RDQ-RXR M*&$I+39)S*2TR,S(N-BAF*30H:6XI,C0N-RAA*2TV+CDH;BDP+C,H8RDQ M-RXU*&DI+3(N,BAA*3$W+C4H;"DM,C0V+C$H2DM,C8X*$8I-RXU*'5N9"DR M-"XW*',I+3(U-RA&*32DM,C0S M+C8H2DM,C0S M+C8H;VXI+3(T,RXV*'1H92DM,C(V+C0H9BDT*&$I+38N.2AC*3$W+C4H=&]R M2XI+3(T.2XX*%0I,3,N-BAH*3`N,BAE*2TR-3`N.2A#*2TS+C4H;RDR M-"XV*&TI+3$T+C4H<&$I,32PI+3(T.2XX*&$I,32DM,"XQ*&4I+32DM,C0N,RB29)S*2TR,S(N.2A#*2TS+C2DM,C8X+C,H,2DR-"XT*#$L*2TR-3`H,C`P,BDM,C0S M+CDH82DQ-RXR*&XI,"AD*2TR-#,N.2AF*3,N-RAI;"DR,2XY*&4I+39)S*2TR,S,N-BA# M*2TT+C0H=7)R92DQ-BXU*&YT*2TR-#7!E("]086=E(`TO M4&%R96YT(#$T-2`P(%(@#2]297-O=7)C97,@."`P(%(@#2]#;VYT96YT'0@72`-+T9O;G0@/#P@+T8R(#$V M.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`- M96YD;V)J#3D@,"!O8FH-/#P@+TQE;F=T:"`T.#4U(#X^(`US=')E86T-"C$@ M,2`Q(')G"B]'4S$@9W,*,2!I(`HQ."`Y.3`@-3@P+C`U-B`M.3&AI*3(R+C0H8FET*3(R+C0H M2DM,C8X+C64I,32DM,C0T+C$H0RDM M,RXY*&]R<"DR-"XR*&\I+3`N,BAR82DM-RXT*'0I,C$N-RAI*2TR+C7!E("]086=E(`TO4&%R96YT(#$T-2`P(%(@#2]297-O=7)C M97,@,30@,"!2(`TO0V]N=&5N=',@,34@,"!2(`TO365D:6%";W@@6R`P(#`@ M-C$R(#$P,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O=&%T M92`P(`T^/B`-96YD;V)J#3$T(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@ M+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8V(#$V-B`P(%(@/CX@ M#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3$U M(#`@;V)J#3P\("],96YG=&@@,C$W-3(@/CX@#7-T2DM,C0S+CDH=6YD92DQ-RXR*'(I+3(V-"XV*&0I,"AE*3$W+C(H=BDP*&4I M,32DS,2XS*&%B*38N.2AL*3(X+C@H92DM,C0T+C(H86XI-BXY*&0I M+3(S-RAA*3(T+C$H8V,I,C0N,2AR*3$P+C8H=2DV+CDH960I+3(S-RAE*3(T M+C$H>"DV+CDH<"DV+CDH92DR-"XQ*&XI-BXY*',I+38N-2AE*3(T+C$H2E=5$H*150*,"XY,S0@,"XY,S0@ M,"XY,S0@BDQ-BXY*&4I+3"DT,"XW*&,I,3'!E*2TW+C4H;BDR-"XQ*',I+3$S+C'!E*3$V+CDH;G,I,3`N-RAE*2TW+C4H7"DI M,RXT*"PI+3(U,"XS*&XI+3`N,RAE*3$V+CDH="DM,S`T-C8N,BA<*"DR-RXX M*#(I+3`N,R@L*2TV+C0H.2DR-"XQ*#,X*2TR-"XW*%PI*2TT-3`X+C@H,BDR M-"XQ*#(I+3,U.#4N-R@Q*3(T+C$H+"DM-BXT*#DI+3`N,R@W*3(T+C$H."E= M5$H*150*,"XY,S0@,"XY,S0@,"XY,S0@"DM,C,V+C2DM,C0S+C$H:6XI+3(T,RXQ*&YE*3$X*'0I M+3(T-2XV*&DI+3$N-RAN8RDQ."AO;2DQ,"XU*&4I+3(U,"XS*%PH*30N-2AL M;W,I,3$N."AS*3$Q+C@H7"DI+3(S.2XT*&]F*2TR,SDN-"AU;F,I+38N-"AO M*3(U+C(H;BDP+C@H2DM,C0S+C4H:2DM,BXQ*&XI,C0N."AT*2TR+C$H M92DM-BXX*'(I,C@N-2AE*2TV+C@H"DM,C`N,RAT2DM,C8T+C(H:2DM,C(N."AT92DM,C"!;(#`@,"`V,3(@ M,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@ M#3X^(`UE;F1O8FH-,C`@,"!O8FH-/#P@#2]02DM,C0R+C@H:6XI+3(T,BXX*&YE*3$X+C,H="DM,C0U M+C,H7"@I-"XX*&EN*3(U+C4H8RDM-BXQ*&\I,2XQ*&TI,3`N."AE*2TV+C$H M7"DI+3(S.2XQ*&PI+3$N-"AO*3(U+C4H2DS,2XV*&%B*32DM,C0T+C,H;W!E*3$V M+C@H2DM,C0S+CDH7"@I,RXW*'5S*3$Q*&4I M+32DP+C$H;2DY+C@H92DQ-RXS*&YT6$I,32DV M+C,H92DM,C4N,RAA"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O M<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH- M,C8@,"!O8FH-/#P@#2]02DM,C8X*$,I,C$H;W)P;W)A*3$W+C4H M="DM,BXR*&DI,C(N,BAO*3`N,RAN*2TR-#,N-BA<*"DT*'1H92DM,C4P+C@H MDRDM-BXY*$,I,C$H;RDP+C,H;2DM,30N-"AP*3(T+CBDM-BXY*&DI,C(N,BAN*3`N,RAG*2TR-#,N-BAI*2TR+C(H M;BDM,C0S+C8H="DM,BXR*&AE*2TR,C8N-"AD92DM-BXY*'9E*3$W+C4H;&]P M*3(T+C9)S*2TR,S(N.2AO<&4I,32DM,C0T+C(H82DM-RXU*&,I,38N.2AQ=6DI,C$N-BAR92DM-RXU M*&0I+3(T-"XR*#$P,"4I+3(U,BXW*&]F*2TR-#`N-2AT*3(Q+C8H:"DM,"XS M*&4I+3(U,2XT*&\I+3`N,RAW;F4I+32DM,C0T+C$H,2PI+3(U,"XR*#(P M*3(T+C(H,#$L*2TR-3`N,BAT*3(Q+C2DM,C8X+C4H82DQ-RAN*2TP+C(H M9"DM,C0T+C$H2BDQ,"XX*$0I+3(R+C$H3BDM,C0Q+C8H1&4I+32E=5$H* M,"`M,2XQ,C(@5$0*,"XP,3(Y(%1C"ELH2DM M,C0T+C0H;W!E*3$V+C2DM,C0S+CDH;RDP*'=N92DQ M-RXR*&0I+3(V."XS*&4I,39)S*5U42@HM,2XR-C@S("TQ+C$R,3D@5$0*6RAV*3(T+C,H M;RDM,"XQ*'1I*3(Q+C@H;F2DM M,C0S+C4H=2DP+C0H2DM M,C0S+C0H=&\I+3(T,RXT*&4I+38N-RAX*3(T+CDH92DM-BXW*'(I-"XR*&,I M,3"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH-,CD@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD M;V)J#3,P(#`@;V)J#3P\("],96YG=&@@,C`X.#@@/CX@#7-T2DM,CDQ+CDH<'(I M+3$Y+CDH92DM,S`N."@M*2TQ.2XY*&1E*2TS,"XX*'8I+3(S+C8H92DM-BXT M*&PI+3(V+C$H;RDM,C,N-BAP;2DM,S@N,RAE*2TV+C0H;BDM,C,N-BAT*2TR M-S`H8RDM,S`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`M,2XQ-#8S(%1$"C`N,#$T.2!48PI;*',I M,3,N-RAH*3(N-RAE*3$Y+CDH92DM-"XU*'0I,C0N-BAS*2TR-30N-BAA*3$Y M+CDH;BDR+C'0I,C$N-BAR82DM-RXU*&\I,C0N M,2AR*3,N-"AD:6YA*3$V+CDH"DM,"XT*'0I,C$N-2AI*2TR+CDH;F=U*3(T*&ES*3$P+C8H M:&TI+3$U+C$H92DQ-BXX*&XI+3`N-"AT*2TR-#8N."AO*2TP+C0H9BDM,C0P M+C8H="DM,BXY*&@I,C0H92DM,C4Q+C4H)#$W-2PI,32XI+3(R-2XW*$EN8RDM-RXS*&\I,C0N,RAM*2TQ M-"XX*&4I+3(U,2XR*'0I,C$N."AA*2TW+C,H>"DM,C0T*'(I,RXV*&4I,32DM,C0T+C@H82DQ M-BXS*&1D:70I,C$H:2DM,RXT*&]N*3(S+C4H82DM."XQ*&PI+3(T-RXS*')E M*3$V+C,H;G1A*3$V+C,H;"DM,RXT*',I751*"BTS-BXS-C4X("TQ+C$R,3D@ M5$0*,"XP,3(W(%1C"ELH8BDR-"XY*&$I+38N-RAS*3$Q+C4H92DM-BXW*&0I M+3(T,RXT*&\I,"XU*&XI+3(T,RXT*&,I,32DM,C8W+C@H2DM,C0S+C0H82E=5$H*5"H* M,"XP,3$T(%1C"ELH<"DR,RXV*&4I+3@H"DP+C(H M8RDQ-RXT*&4I+32DM,C0S+C2DM,C0T+C(HF$I M+3$Q*'0I+3$S+C4H:2DQ,"XY*&\I+3$Q*&XI+3(U-"XY*&\I+3$Q*&8I+3(U M-RXT*$DI+3"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!; M(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,S4@,"!O M8FH-/#P@#2]0'1'4W1A M=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3,V(#`@;V)J#3P\ M("],96YG=&@@,3@T.#8@/CX@#7-T2DM,"XR*&4I+32DM,C0S+CDH=2DP*',I,3$H M92DM-RXR*&0I+3(T,RXY*&DI,C$N.2AN=&4I,3&,I,3BDM."AE*3$V+C0H9"DM,C8Y M+C$H82DQ-BXT*',I+3(U."XQ*&$I,38N-"AN*2TR-CDN,2AA*3$V+C0H9&HI M,C$N,2AU2DM,C0T*%,I-RXQ*$8I M-RXQ*$$I,BXT*%,I+3(V,2XR*$XI,BXT*&\N*2TR-3`N,2@Q,RDR-"XS*#2DM M,C8X+C4H="DR,2XW*&\I+3(V."XU*'(I,CBDM-RXT*&4I+3(U,2XS*&$I,3BDM-RXQ*&4I,32DM,C0S+CDH:&$I+32DM,C0T+C4H92DM-RXX*&8I,C2DM,C0S+C4H2E=5$H*+T8R(#$@5&8*,C,N-C4X-2`P(%1$"C`@5&,**)(I5&H*+T8Q M,R`Q(%1F"C`N,S$W,2`P(%1$"C`N,#$X-2!48PI;*',I+3(R-BXW*&DI,RXX M*&XI-BXS*'0I,C@N,BAE"DV+C,H<"DS,"XW*&ER*3$P*&4I M,C,N-2AD*2TR-C(H;RDS,"XW*&XI751*"BTS.2XQ-S`W("TQ+C$R,3D@5$0* M,"XP,3$S(%1C"ELH1&4I,38N,RAC*2TX+C$H92DQ-BXS*&TI."XX*&(I+3`N M.2AE*2TX+C$H2XI+3(T.2XY*%0I+3$P+C@H:"DR-"XU*&4I+3(U,2AC*2TW+C$H;VTI.2XX M*'!O;F4I,32XI+3(R-2XY*$\I+3(R+C(H="DR M,2XV*&@I+3`N,RAE*3$V+CDH2E=5$H*+T8R(#$@5&8*,SDN-C@R M.2`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,#$Y M-"!48PI;*',I+3(R-2XW*&DI-"XW*&XI-RXR*'0I,CDN,2AE"!;(#`@,"`V,3(@ M,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@ M#3X^(`UE;F1O8FH-,S@@,"!O8FH-/#P@#2]02DS,"XS*"PI+3(T-"XQ*&EN*2TR,S@H86,I,C,N,2AC;RDS,"XS M*'(I.2XV*&0I-2XY*&%N*3,P+C,H8V4I+3(T-2XR*'"DR-"AE*2TW+C8H"DQ-BXX*&4I+32DM,C0S+C2DM,C0S+C"DP+C2DM,C8X+C$H;2DY+CDH M92DM-RAT*3(R+C$H:&]D*2TR-#,N-RAO9BDM,C0P*&$I+3&$I+32DM,C0T M+C(H="DR,2XV*&@I+3`N,RAA*2TW+C4H;BDM,C0T+C(H;F]T*5U42@HO1C(@ M,2!49@HX+C$Y-3$@,"!41`HP(%1C"BB4*51J"B]&,3,@,2!49@HP+C&EM*3DN.2AA*2TW*'0I,C(N M,2AE*2TW*&PI,C(N,2AY*2TR-C@N,2AA*3$W+C0H64I,364I,3"DR-"XU*'`I,"XQ*&4I+37!E("]086=E(`TO4&%R96YT(#$T-R`P(%(@#2]297-O M=7)C97,@-#$@,"!2(`TO0V]N=&5N=',@-#(@,"!2(`TO365D:6%";W@@6R`P M(#`@-C$R(#$P,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O M=&%T92`P(`T^/B`-96YD;V)J#30Q(#`@;V)J#3P\(`TO4')O8U-E="!;("]0 M1$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8S(#$S-B`P(%(@ M+T8Q,R`Q,S@@,"!2("]&,30@,3,Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O M1U,Q(#$W-2`P(%(@/CX@#3X^(`UE;F1O8FH--#(@,"!O8FH-/#P@+TQE;F=T M:"`Q-#DX-2`^/B`-2DM,C0R+C@H82DQ."XS*&,I M+38N,2AC*3$X+C,H92DM-BXQ*'!T*3(S*&4I+38N,2AD*2TR-#(N."AI;BDM M,C0R+C@H="DR,RAH*3$N,2AE*2TR-3`H52DS+C8H;FET*3(S*&4I+38N,2AD M*2TR-#(N."A3*3@N,RAT82DQ."XS*'1E*3$X+C,HBDQ-RXQ*&$I+32DM,"XQ*',I+3$S+C4H92DQ-RXQ*',I+3(U-RXT*&\I+3`N,2AF M*2TR-#`N,RAA*3$W+C$H;&PI+3(T-BXU*')E*3$W+C$H8RDM-RXS*&\I+3`N M,2AR*3(X*&0I+3`N,2AE*2TW+C,H9"DM,C0T*&=O;V0I,C0N,RAW*2TR,BAI M*3(Q+C@H;&PI,C$N."@N*2TR-3`N,2A5*3(N-"AP;VXI+3(T-"AA*2TW+C,H M9"DR-"XS*&]P=&DI,C$N."AO*2TP+C$H;BDM,C0T*&\I+3`N,2AF*2TR-#`N M,RA3*2TQ-RXS*'0I,C$N."AA*2TW+C,H="DR,2XX*&4I+32E=5$H*+T8R M(#$@5&8*-34N-C,T,2`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q M-2`P(%1$"BAS*51J"BTU-2XY-S4V("TQ+C$R,3D@5$0*,"XP,3(U(%1C"ELH M92DQ-RXU*'@I,"XS*&DI,C(N,BAS*2TQ,RXQ*'0I,C(N,BAI*2TR+C(H;F2E=5$H*5"H*,"XP,3$Y(%1C"ELH82DQ-BXY*&1O<'0I,C$N-BAE*2TW+C4H M9"DM,C0T+C(H="DR,2XV*&@I+3`N,RAE*2TR-3$N-"AD*2TP+C,H:7,I,3`N M-RAC*3$V+CDH;"DM,BXX*&]S*3$P+C'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^ M/B`-96YD;V)J#30U(#`@;V)J#3P\("],96YG=&@@,38T,C`@/CX@#7-T2DM,C0N-"AA*3`H8BDM-#$N-BAL*2TR+C4H M92E=5$H*+T8Q,R`Q(%1F"C$N,C8X,R`M,BXU,S8V(%1$"C`N,#$R-"!48PI; M*%5N2DR-"XV M*&$I+32DM,C0S+CDH4"DM,32DM,C0U+C$H7"@I,BXU*'1H92E=5$H*+T8R(#$@ M5&8*."XP.37!E("]086=E(`TO4&%R M96YT(#$T-R`P(%(@#2]297-O=7)C97,@-#<@,"!2(`TO0V]N=&5N=',@-#@@ M,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#$P,#@@72`-+T-R;W!";W@@6R`P M(#`@-C$R(#$P,#@@72`-+U)O=&%T92`P(`T^/B`-96YD;V)J#30W(#`@;V)J M#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V M.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y(#`@4B`^/B`-+T5X=$=3=&%T M92`\/"`O1U,Q(#$W-2`P(%(@/CX@#3X^(`UE;F1O8FH--#@@,"!O8FH-/#P@ M+TQE;F=T:"`Q-C4V,B`^/B`-2DM,C8X+C2E=5$H*+T8R(#$@5&8* M."XQ-S`W(#`@5$0*,"!48PHHE"E4:@HO1C$S(#$@5&8*,"XT-C,T(#`@5$0* M,"XR-30S(%1C"ELH7"EW*3(T-"XV*&DI,C8T*'0I,C,Y+C8H:$8I,C0Y+C,H M;"DR,SDN-BAE*3(U.2XS*&4I,C,T+CDH="E=5$H*+34S+C$T-C,@+3$N,3(R M(%1$"C`N,#$Q."!48PI;*&$I,38N."AS*2TR-32DM,C8X+C,H=V$I,32E=5$H*+T8R(#$@5&8*,30N.#2E=5$H*+T8R M(#$@5&8*,3DN-#@W."`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q M-2`P(%1$"C`N,#$T,B!48PI;*',I+3(S,2AD*3(H:7,I,3,H8RDQ.2XR*'(I M-2XW*&5T*3(S+CDH:6]N*3(V+C0H+"DM,C0X*'1H92DM,C0Y+C$H82DQ.2XR M*&=E*3$Y+C(H;G0I751*"B]&,B`Q(%1F"C@N.#2DM,C0S+CDH,"XI,3@N,R@R-24I+3@N-2@N*2TR-3`H M02DR+C4H2DM,C8X+C,H;2DY+C2DM,C0T+C$H32DM,C4N M."AA*3$W*'(I,RXU*&,I,36$I,37!E("]086=E(`TO4&%R96YT(#$T-R`P(%(@#2]2 M97-O=7)C97,@-3`@,"!2(`TO0V]N=&5N=',@-3$@,"!2(`TO365D:6%";W@@ M6R`P(#`@-C$R(#$P,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`- M+U)O=&%T92`P(`T^/B`-96YD;V)J#34P(#`@;V)J#3P\(`TO4')O8U-E="!; M("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@ M,"!2("]&,30@,3,Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$W-2`P M(%(@/CX@#3X^(`UE;F1O8FH--3$@,"!O8FH-/#P@+TQE;F=T:"`Q-30P.2`^ M/B`-2DM,C0T+C$H2DM,"XU*&TI.2XR*&4I,38N-RAN=',I+3(S,RXT M*&\I+3`N-2AF*2TR-C4N,2@D*3(S+CDH.3(W*2TR-#0N-"AA*2TW+C2DM,C0T+C$H;"DM,BXW*&$I,36$I,3DN,BAB*3(H;&4I+3(R-"XW M*'2DM,C0T+C(H9BDS+C0H:2DR,2XV*'@I+3`N,RAI;F6DI,C$N-BAN9RDM,C0T M+C(H3"DM,3$N,BA)*3,N-"A"*3(P+C0H3RDM,C(N,BA2*2TR-#'!I2DM,C0R M*&4I,3DN,2AF*34N-BAF*34N-BAE*2TU+C,H8RDQ.2XQ*'0I+3`N-BAI*3(S M+C@H=BDQ+CDH92DM,C0Y+C(H:2DM,"XV*&XI+3(T,BAO*3$N.2AF*34N-BAF M*3,P*',I+3$Q+C4H92DQ.2XQ*'1T*3(S+C@H:6YG*2TR-#(H="DM,"XV*&@I M,C8N,RAE*2TR-#DN,BAV87(I,S`H:2DM,"XV*&%B*3(V+C,H;&4I+3(T.2XR M*&DI,C,N."AN*3$N.2AT92DQ.2XQ*'(I-2XV*&4I+34N,RAS*3$R+CDH="DM M,C0T+C4H8RDQ.2XQ*&$I+34N,RAS*3$R+CDH:"DM,C0R*&8I-2XV*&PI+3`N M-BAO=W,I+3(S,2AO*3$N.2AN*2TR-C8N-"AT*3(S+C@H:&4I+3(T.2XR*'(I M-2XV*&4I,3DN,2AL82DQ.2XQ*'1E*3$Y+C$H9"DM,C8V+C0H9"DR-BXS*&5B M="DM,C0T+C4H:2DR,RXX*&YS*3$R+CDH='(I-2XV*'5M*3$Q+C8H96XI,C8N M,RATBDQ-BXV*&DI+3,N,2AN9RDM,C0T+C4H M3F]T92DQ-BXV*',I+3(U-RXY*%`I-BXV*&$I,38N-BAY*2TP+C8H82DM-RXX M*&(I+3`N-BAL*3(Q+C,H92E=5$H*150*,"XY,S0@,"XY,S0@,"XY,S0@"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!= M(`TO4F]T871E(#`@#3X^(`UE;F1O8FH--3,@,"!O8FH-/#P@#2]02DM,C0S+C,H="DM,2XY*&AE*2TR M-3`N-2A#*3(Q+C,H;RDP+C8H;2DM,30N,2AP*3(U*&$I+38N-BAN*3`N-BAY M*2TR-#,N,RAI*2TQ+CDH;BDM,C0S+C,H92DQ-RXX*',I+3$R+C@H="DR,BXU M*&EM*3$P+C,H82DM-BXV*'0I,C(N-2AI;F64I+32DM,C0S+C@H82DM-RXQ*&XI,"XQ*&0I+3(T,RXX*'0I,C(H:&4I+3(U M,2A);G0I,C(H92DM-RXQ*')N82DQ-RXS*&PI+3(T-BXS*%)E*3$W+C,H=F4I M+3"DM,C0T+C4H8F4I,38N-BAN92DQ-BXV*&9I="DM,C0W M*&\I+3`N-BAF*2TR-#`N."@D,2PI,32DM,C0T+C(H8RDM-RXU M*&$I,38N.2AR"DM,C8X+C@H82DQ-BXW*',I,3`N-2AS*3$P M+C4H92DM-RXW*'1S*2TR,S,N-"AW92DM-RXW*')E*2TR-3$N-BAR*3(W+C8H M92DM-RXW*',I,3`N-2AE*2TW+C2DU+C8H82DR,BXX*&(I-2XV*&QE*5U42@I%5`HP+CDS-"`P+CDS M-"`P+CDS-"!R9PHR-3@N,C,@.3`Q+CDR-"`Q-2XX,SD@+3$Q+C`T(')E"F8J M"C(W-"XP-CD@.3`Q+CDR-"`R-2XV-SD@+3$Q+C`T(')E"F8J"C(Y.2XW-#@@ M.3`Q+CDR-"`S,BXV,SD@+3$Q+C`T(')E"F8J"D)4"CDN.#,Y-B`P(#`@.2XX M,SDV(#,P-"XW.#@Q(#@Y,RXP-#0Q(%1M"C`@,"`P(')G"BTP+C`Q,C(@5&,* M6R@Q-2DM,C0N-"@L*2TS,"XU*#8I,"@W*2TR-"XT*#4I751*"D54"C`N.3,T M(#`N.3,T(#`N.3,T(')G"C,S,BXS.#<@.3`Q+CDR-"`R-2XV-SD@+3$Q+C`T M(')E"F8J"C,U."XP-C8@.3`Q+CDR-"`Q-2XX,SD@+3$Q+C`T(')E"F8J"C,W M,RXY,#4@.3`Q+CDR-"`Y+C@T("TQ,2XP-"!R90IF*@HS.#,N-S0U(#DP,2XY M,C0@,S(N,SDY("TQ,2XP-"!R90IF*@I"5`HY+C@S.38@,"`P(#DN.#,Y-B`S M.#@N-S@T-2`X.3,N,#0T,2!4;0HP(#`@,"!R9PI;*#$U*2TR-"XT*"PI+3,P M+C4H-BDP*#2E=5$H*+T8R M(#$@5&8*,C,N,C8X,R`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S$W M,2`P(%1$"C`N,#$Q.2!48PI;*',I+3(S,RXR*'5N6$I+364I,38N.2AA*2TW M+C4H"DP+C,H:6TI,3`H M82DM-BXY*'0I,C(N,BAE*2TR-3`N."AF*30H82DM-BXY*&DI,C(N,BAR*5U4 M2@HM,C@N,#(T-"`M,2XQ,C(@5$0*,"XP,3(R(%1C"ELH=BDR-"XT*&$I+37!E*2TX+C0H M7!E("]086=E(`TO4&%R96YT(#$T-R`P(%(@#2]297-O=7)C97,@-38@ M,"!2(`TO0V]N=&5N=',@-3<@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#$P M,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O=&%T92`P(`T^ M/B`-96YD;V)J#34V(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@ M72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y M(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$W-2`P(%(@/CX@#3X^(`UE M;F1O8FH--3<@,"!O8FH-/#P@+TQE;F=T:"`Q-3(Q-2`^/B`-BDQ-RXS*&4I+3(U,2AT*2TR M+C0H:&4I+3(U,2AN*3(T+C4H92DM-RXQ*'0I+3(T-BXS*&]P92DQ-RXS*')A M*3$W+C,H=&EN*3(T+C4H9RDM,C8X+C(H;"DR,BAO2DM,C0T*')A M*2TW+C,H="DR,2XX*&4I+3(U,2XR*&9O2DM,C0T*"0Q-BPI,3@N,B@W,S@I+3(T-"AW:&DI,C$N."AC*2TW M+C,H:"DM,C0T*'&$I,34N.2AB;&4I+3(R."AI*2TS M+C@H;F,I,34N.2AO;2DM,38H92DQ-2XY*"XI751*"C$N,C8X,R`M,BXU.#4T M(%1$"C`N,#$W,2!48PI;*$0I-RXT*&4I,C(N,2AF*3@N-BAE*2TR+C,H2DM,C8S+C0H9"DR.2XS*&EF*3@N-BAF*3@N-BAE*3(R+C$H2DT+CDH:2DR+C0H;BDT+CDH9RDM,C,Y M*&$I,C(N,2AM*2TY+C@H;RDT+CDH=2DT+CDH;BDR.2XS*'1S*2TR-3(N-"AO M*3(Y+C,H9BDM,C4Y+C"DM,C0T+C(H<'5R<"DR-"XQ*&\I+3`N M,RAS*3$P+C"DR-"AC*2TW M+C8H92DQ-BXX*',I+3$S+C@H"E=5$H*5"H*,"XP M,3(V(%1C"ELH9"DR-"XX*&4I+38N."AD=6,I,3"DM,C0S+C4H<"DP+C0H M=2DR-"XX*'(I-"XQ*'!O69O"DM,C8V*&(I,BXS*&4I,3DN-2AN*3(N,RAE*3$Y+C4H9BDV*&ET*3(T M+C(H+"DM,C0W+C2DM,C0Q+C8H"DM,3"DM,C0V*&PI+30N-BAI*3$Y+C@H82DM.2XS*&(I+3(N,2AI*3$Y+C@H;"DM M-"XV*&DI,3DN."AT*2TT+C8H:2DM-"XV*&4I,34N,2AS*2TR.34W-BXU*%PH M*3(V*#$L*2TX+C(H-"DR,BXS*#,I+3(N,2@U*2TR-BXU*%PI*2TQ,#(V-BXW M*%PH*3(V*#$I+3(N,2@L*2TX+C(H-BDR,BXS*#,P*2TR-BXU*%PI*5U42@I% M5`HP+CDS-"`P+CDS-"`P+CDS-"!R9PHQ."`V,3@N-S,U(#,Q-2XS-#<@+3$Q M+C`T(')E"F8J"D)4"CDN.#,Y-B`P(#`@.2XX,SDV(#$X(#8P.2XX-34X(%1M M"C`@,"`P(')G"BTP+C`P-S0@5&,*6RA6*2TQ-RXQ*&$I+3(N-"AL*2TR,BXQ M*'4I+3$Y+C8H870I+3(R+C$H:6\I+3$Y+C8H;BDM,C8S+C4H82DM,C8N."AL M;"DM,C(N,2AO*2TQ.2XV*'7!E("]086=E M(`TO4&%R96YT(#$T."`P(%(@#2]297-O=7)C97,@-3D@,"!2(`TO0V]N=&5N M=',@-C`@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#$P,#@@72`-+T-R;W!" M;W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O=&%T92`P(`T^/B`-96YD;V)J#34Y M(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@ M+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y(#`@4B`^/B`-+T5X M=$=3=&%T92`\/"`O1U,Q(#$W-2`P(%(@/CX@#3X^(`UE;F1O8FH--C`@,"!O M8FH-/#P@+TQE;F=T:"`Q,CDQ-2`^/B`-2DM,3@N-2AE82DM,C4N-RAR*2TQ-"XX*"PI+3(V."XU*'&,I+32DM,C0T+C8H;RDM,"XW*'1H*3(S+C2XI751*"B]&,30@ M,2!49@HP("TR+C8P.3@@5$0*,"XP,3$V(%1C"ELH.2DR,RXX*"XI+3(U,"XV M*$DI,3`N-"AN*2TQ-RXX*'8I,C,N."AE*2TW+C@H2DM,C0S+C0H M,2PI+3(T.2XU*#(P,"DR-"XY*#$L*2TR-#DN-2AT:"DR-"XY*&4I+3(U,"XV M*$,I+3,N,BAO;2DQ,"XR*'!A*2TV+C2DM,C8W+C@H;2DQ,"XR*&4I+38N-RAT*3(R+C0H:&]D*2TR-#,N-"AB92DQ M-RXW*&,I+38N-RAA*3$W+C2DM,C0S+C@H8RDQ-RXS*&]N M2XI+3(U,"XQ*$EN*2TR-#0H82DM-RXS*&0I M,C0N,RAD:70I,C$N."AI*2TR+C8H;VXL*2TR-3`N,2AT*3(Q+C@H:"DM,"XQ M*&4I+3(U,2XR*$,I+3,N."AO;2DY+C8H<&$I,32E=5$H*5"H*,"XP M,3(W(%1C"ELH;RDR-"XY*'2DM,C0T+C,H82DM-RXV*&,I,38N."AC*2TW M+C8H;W5N*3(T*'1S*2TR-32DM,C0S+C0H82DM-BXW*&PI,C(N-"AS*2TQ,BXY*&\I+3(T M,RXT*&]W;G,I+3(S,BXT*&$I+38N-RAP*3`N-2AP*3(T+CDH'1'4W1A=&4@/#P@+T=3,2`Q M-S4@,"!2(#X^(`T^/B`-96YD;V)J#38S(#`@;V)J#3P\("],96YG=&@@,3@V M-30@/CX@#7-T2DR-"XU*&$I+3'!E*2TW+C,H M;BDR-"XS*',I+3$S+C4H92DM,C`R-S4N-BA<*"DR."@Q+"DM-BXR*#4I,C0N M,R@P,UPI*2TS-S4R+C4H7"@I,C@H-#'!E*3$W M*&YS*3$P+C@H92DM-RXT*%PI*3,N-2@L*2TR-3`N,BAN*2TP+C(H92DQ-RAT M*2TQ-C$P,"XR*%PH*3(W+CDH,3(V7"DI+3,W-3(N-BA<*"DR-RXY*#4T."DM M,C0N-BA<*2DM-#(X.2XQ*#,I,C0N,B@L*2TV+C,H,RDM,"XR*#$I,C0N,B@Q M*5U42@I%5`HP+C0Y-B`P+C0Y-B`P+C0Y-B!R9PHS-30N,C(V(#4S.2XU,SD@ M,C8N,SDY("TQ+C0T(')E"F8J"C0Q,BXW.#0@-3,Y+C4S.2`R-BXV,SD@+3$N M-#0@"DM,C0U M+C"DW+C(H<"DS,2XV*&5N*3"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH--C4@,"!O8FH-/#P@ M#2]0'!I*3(R M*')A*2TW+C$H="DR,BAI*2TR+C0H;VXI+3(T,RXX*&1A*3$W+C,H=&4I,3"DR-"XU*'0I+3(N-"AE*2TW+C$H;BDR-"XU M*&1I;F2DP+C$H92DQ-RXS*&$I+32DM,"XQ*&4I+32DM,"XT*"XI+3(U,"XT*%0I,3,H:&4I+32DM,C0T*&TI+3$T+C@H82DQ-RXQ*&EN="DR,2XX*&$I+32DM,C0T*$,I+3,N."AO2PI+3(U,"XW*'=E*3$V+C4H2E=5$H*,"`M,2XQ-#8S(%1$"C`N,#$Q.2!48PI;*&4I,38N.2AX M<&DI,C$N-BAR92DM,C4Q+C0H,3`I+3(T-"XR*'EE*3$V+CDH82DM-RXU*'(I M,RXT*',I+3(S,RXR*&9R;VTI+3(U."XY*'0I,C$N-BAH92DM,C4Q+C0H9&$I M+32DM,C0S+CDH;V8I M+3(T,"XR*&]P="DR,2XY*&EO;BDM,C0S+CDH82DM-RXR*&,I,37!E("]086=E(`TO4&%R96YT(#$T."`P(%(@#2]297-O=7)C97,@-C@@,"!2 M(`TO0V]N=&5N=',@-CD@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#$P,#@@ M72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O=&%T92`P(`T^/B`- M96YD;V)J#38X(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@72`- M+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y(#`@ M4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$W-2`P(%(@/CX@#3X^(`UE;F1O M8FH--CD@,"!O8FH-/#P@+TQE;F=T:"`R,S8Y,"`^/B`-2DM,2XR*&4I+3@N-"AE*2TR M-3(N,RA!=V$I,38H2DM,C0R+C$H0V\I,C8N,BAR*34N M-2AP;W(I-2XU*&$I,3DH=&EO*3(V+C(H;BDM,C8V+C4H1"DT+C,H92DQ.2AF M*34N-2AE2E=5$H*+30X+C0X-S@@+3$N,3(R(%1$"C`N,#$Q-2!4 M8PI;*$,I,C`H;RDM,"XW*')P;W)A*3$V+C4H="DM,RXR*&DI,C$N,BAO*2TP M+C2DM,C8W+C4H92DQ."AM*2TQ,RXY*'`I,C4N M,BAL*2TQ+C2DM,C8W+C@H82DQ-RXW*&XI,"XU*&0I+3(T,RXT*&,I+38N-RAO M=2DR-"XY*&QD*2TR-#,N-"AR92DM-BXW*&,I,32E=5$H*+T8R(#$@ M5&8*,34N,C8X,R`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P M(%1$"C`N,#`Y(%1C"ELH64I,37!E("]086=E(`TO4&%R96YT(#$T."`P(%(@#2]297-O=7)C97,@-S$@ M,"!2(`TO0V]N=&5N=',@-S(@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#$P M,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O=&%T92`P(`T^ M/B`-96YD;V)J#3'0@ M72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y M(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$W-2`P(%(@/CX@#3X^(`UE M;F1O8FH--S(@,"!O8FH-/#P@+TQE;F=T:"`Q-C(X-"`^/B`-2DM,C0S+CDH;2DM,30N-RAA*3$W+C(H:6YT*3(Q M+CDH82DM-RXR*&DI,C$N.2AN*3`H2DM,C0S+CDH0RDM,RXW*&]R<"DR-"XT*&\I,"AR82DM M-RXR*'0I,C$N.2AI*2TR+C4H;VXI+3(T,RXY*#$Y.2DR-"XT*#,I+3(V."XS M*$XI,BXU*&]N+44I,3,N-"AM*3DN-RAP*3`H;&]Y*3(T+C0H92DM-RXR*&4I M+3(U,2XQ*$0I,BXU*&ER*3(X+C$H92DM-RXR*&,I,32E=5$H*+T8R(#$@5&8*,S4N.#4S-R`P(%1$"C`@5&,**)(I5&H* M+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"BTP+C`Q,#4@5&,*6RAS*2TR-34N-BAC M*2TR.2XY*&]M*2TS-RXT*&TI+3$S*&\I+3(R+C"DM,"XT*&4I M,38N."AR*3,N,RAC*2TW+C8H:2DR,2XU*',I,3`N-BAE*2TR-3$N-2APBDQ-RXS*&4I+32DR-"XU M*&4I+32DM,C0T+C$H=6YD92DQ-RAR*2TR-C0N."AT*3(Q+C'1'4W1A=&4@/#P@ M+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#32DM,"XV*"PI+3(U,"XV*''`I,C0N-BAE*2TW*&XI,"XR M*',I,3$N,BAE*2TR-3`N.2AI*3(R+C$H;BDM,C8X+C$H="DR,BXQ*&@I,"XR M*&4I+3(U,"XY*&$I,32DM,C8X+C$H2DM,C0S+C'!E*3(P+C4H8W0I,C4N M,BAE9"DM,C0P+C8H;2DQ,RAA*2TS+CDH2DM,"XQ*&4I+32DR-"XS M*"XI+3(U,"XQ*$8I+3$W+C,H;RDR-"XS*'(I+3(V-"XW*'`I,C0N,RAU2DM,C8W+CDH2DM,C0S+C8H9&EF*3(X+C0H9BDT*&4I M+38N.2AR*30H92DQ-RXU*&XI,"XS*'0I+3(T-BXQ*&9R;VTI+3(S,RXY*'0I M+3(N,BAH;W,I,3$N,RAE*2TR-3`N."AO*3`N,RAF*2TR,SDN.2AT*2TR+C(H M2E4:@I% M5`I1"D)4"C2DM,C0T*#$L*2TR-3`N,2@R,#`I,C0N,R@P*5U42@I%5`HP M+CDS-"`P+CDS-"`P+CDS-"!R9PHR,C$N-3$R(#DR-RXQ,C,@,C$N,3$Y("TQ M,2XP,SD@7!E("]086=E(`TO4&%R96YT(#$T."`P(%(@#2]297-O M=7)C97,@-S<@,"!2(`TO0V]N=&5N=',@-S@@,"!2(`TO365D:6%";W@@6R`P M(#`@-C$R(#$P,#@@72`-+T-R;W!";W@@6R`P(#`@-C$R(#$P,#@@72`-+U)O M=&%T92`P(`T^/B`-96YD;V)J#3'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2 M("]&,30@,3,Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$W-2`P(%(@ M/CX@#3X^(`UE;F1O8FH--S@@,"!O8FH-/#P@+TQE;F=T:"`Q-#(Y."`^/B`- M2DM,C0S+CDH8RDQ-RXR*&QA*2TW+C(H M'1'4W1A=&4@ M/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3@Q(#`@;V)J#3P\("], M96YG=&@@,C`U-3(@/CX@#7-T2DM,C0S*'8I,"XY*&$I,3@N,2AL*2TQ+C8H=64I,3@N,2AD M*2TR-#,H82DM-BXS*'0I+3(T-2XU*"0S+"DQ.2XR*#`P,"DR-2XS*"XI+3(T M.2XQ*%,I+3$V+C,H=2DR-2XS*&(I,"XY*&IE*3$X+C$H8RDM-BXS*'0I+3(T M-2XU*'0I,C(N."AO*2TR-C&,I,3@N,2AH82DQ."XQ*&YG92DM-BXS*&$I M,3@N,2AB*3`N.2AL*3(R+C@H92DM,C4P+C(H9F]R*2TR,SDN,RAC*2TV+C,H M82DQ."XQ*',I751*"C4W+C0V,S8@,"!41`HP(%1C"BAH*51J"BTU-RXT-C,V M("TQ+C$R,3D@5$0*,"XP,3$T(%1C"ELH;RDR,RXV*'(I+3(V-2XT*#$I,C,N M-B@S.2PI+38N.2@U*3(S+C8H,RDM,"XX*#4I+3(T-"XW*',I+3$T+C(H:&$I M,38N-"AR92DQ-BXT*',I+3(U."XQ*&\I+3`N."AF*2TR-#$H="DM,RXS*&AE M*2TR-3$N.2A#*3$Y+CDH;RDM,"XX*&TI+3$U+C4H<"DR,RXV*&$I+3@H;BDM M,"XX*'DI751*"B]&,B`Q(%1F"C$T(#`@5$0*,"!48PHHDBE4:@HO1C$S(#$@ M5&8*,"XS-#$U(#`@5$0*,"XP,3(R(%1C"ELHBDM.2XT*&4I,34H M9"DM,C"!;(#`@,"`V M,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E M(#`@#3X^(`UE;F1O8FH-.#8@,"!O8FH-/#P@#2]02DM M,C8X+C8H:&$I,38N.2AD*2TR-#0N,B@S*2TP+C,H-2DM,C0T+C(H92DM-RXU M*'AE*3$V+CDH8RDM-RXU*'4I+3`N,RAT*3(Q+C8H92DM-RXU*&0I+3(T-"XR M*&,I,38N.2AO;G,I,3`N-RAT"DM,C8W+C@H9"DP M+C4H92DQ-RXW*'8I,"XU*&4I,32DM,C0S+CDH82DM-RXR*&XI+3(T,RXY*'5N8RDQ M-RXR*&]N2DM,C8X+C,H;"DR,2XY*&$I+32DM,C0S+C8H:&$I+38N.2AD*2TR-#,N-BAL*2TR+C(H92DQ M-RXU*'0I+3(N,BAT*3(R+C(H92DM-BXY*')S*2TR,S(N-RAO9BDM,C,Y+CDH M8RDM-BXY*'(I-"AE*3$W+C4H9"DP+C,H:70I+3(T-BXQ*&\I,C0N-RAU*3`N M,RAT2E=5$H*+T8R(#$@ M5&8*-#0N,SDP,B`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P M(%1$"C`N,#$Q-R!48PI;*',I+3(S,RXU*'`I+3`N-2AR;VHI,C$N-"AE*2TW M+C6TI.2XY*&4I,32DM,C0S+C2DM,"XS*&4I,38N M.2AA*2TW+C4H2DM,C0T M+C$H:&$I+32DM,C0T+C8H M82DM-RXY*&XI+3`N-RAD*2TR-#0N-BAC*3$V+C4H92DM-RXY*'(I,RAT*3(Q M+C(H82DM-RXY*&DI,C$N,BAN*2TR-CDH9F\I,C,N-RAR;2DM,34N-"AE*3$V M+C4H2DM,C0T+C8H=V4I,38N-2AR92DM M,C4Q+C@H2PI+3(U,"XT*'0I,C$N-2AH*2TP+C0H92DM,C4Q+C4H8RDM M-RXV*'4I,C0H2DM,C0T+C,H82DM-RXV*&XI+3`N-"AD*2TR-#0N,RA**3$P+C8H M1$XI+3(V-BXR*$1E*3$V+C@H=F4I+32DM,C0T+C,H M=&AE*2TR-3$N-2AP*2TP+C0H;"DR,2XU*&$I+32DM,C8X+C0H82DQ-RXQ*&XI+3`N M,2AD*2TR-#0H2BDQ,"XY*$1.*2TR-C4N.2A$92DM-RXS*'8I,C0N,RAE*2TW M+C,H;"DR,2XX*&]P;2DM,30N."AE*3$W+C$H;BDM,"XQ*'0I+3(T-BXU*&$I M,32DM,C0T*'9I*3(Q+C@H2DM,C0T+C4H:&$I+32PI+3(U,"XS*$=E*3$V+CDH;W)G:2DR,2XV M*&$I+3(U,2XT*&$I+32DM,C0S+C,H=&AE*2TR,C8N M,2A#*2TS+C$H;VTI,3`N,RAP82DM-BXV*&YY*2TR-#,N,RAW:6PI,C(N-2AL M*2TR-#4N."AG;RDM,C0S+C,H=&\I+3(T,RXS*'1H*3(U*&4I+3(U,"XU*&,I M+38N-BAL*3(R+C4H82DM-BXV*',I,3$N-BAS*2TR-38N-RAM*3$P+C,H92DM M-BXV*&TI,3`N,RAB*3`N-BAE*3$W+C@H2E=5$H*+T8R(#$@5&8*,RXY-3$R(#`@5$0*,"!48PHHDBE4:@HO1C$S(#$@ M5&8*,"XS-#$U(#`@5$0*,"XP,3$X(%1C"ELH"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-.#D@,"!O8FH-/#P@ M#2]02E=5$H*+T8R(#$@5&8*,RXY-3$R(#`@5$0* M,"!48PHHDBE4:@HO1C$S(#$@5&8*,"XS-#$U(#`@5$0*,"XP,3$Y(%1C"ELH M2DM,C0T+C(H,C8L M*2TR-3`N,R@R,#`I,C0N,2@Q+"DM,C4P+C,H=&AE*2TR,C2DM,C0T+C(H82DQ-BXY*&XI+3`N,RAD*2TR M-C@N-BAC*3$V+CDH92DM-RXU*'(I,C2DM,C0T+C0H82DM-RXW*&BDM-RXW*&4I+3(U,2XV*&,I,38N-RAE M*2TW+C2DM,3@N M."AS*5U42@HO1C(@,2!49@HS+C"DR-"XX*'`I,"XT*&4I+38N."AN*3`N-"AS*3$Q+C0H92DM,C4P M+C2DM,C0S+C2DM,C8X*'0I,C(N,BAO*2TR-C@H;"DR,BXR*&4I+38N.2AG*3(T+C2DM,C0S+C2DV+C4H+BE=5$H* M,BXU,S8V("TU+C$T-C,@5$0*,"XP,3(Q(%1C"ELH1V4I,32DM,C0U+C(H=V]R:RDM,C0U+C(H9F]R*2TR-#$N-2AT*2TS+C@H M:"DR,RXQ*&4I+3(U,BXT*$-O;2DX+C0H<"DM,2XS*&$I+3@N-2AN*2TQ+C,H M>2DM,C0U+C(H82DQ-2XY*&YD*2TR-#4N,BAU;G1I*3(P+C8H;"DM,C0W+C2DM M,C0T+C2DM,"XX*"XI+3(U,"XX M*$DI,BXY*&XI+3(T-"XW*$\I,2XW*&,I+3@H="DR,2XQ*&]B92DQ-BXT*'(I M+3(V-2XT*#(I+3`N."@P*3(S+C8H,#`L*2TR-3`N."AT*3(Q+C$H:"DM,"XX M*&4I+3(U,2XY*'0I+3,N,RAW;RDM,C0T+C2DM,"XR*"XI+3(U M,"XR*$0I,BXS*'5R:2DR,2XW*&XI+3`N,BAG*2TR-#0N,2AT*2TR+C2DM,C0S+C"DM,"XX*&4I+3@H8RDQ-BXT*'5T:2DR,2XQ*'8I M+3`N."AE*2TR-3$N.2A/*3$N-RAF9FDI,C$N,2AC*2TX*&4I,38N-"AR+"DM M,C4P+C@H<')O=BDR,RXV*&ED92DQ-BXT*&0I+3(V.2XQ*&,I,38N-"AH*2TP M+C@H82DQ-BXT*'(I,BXY*'1E*3$V+C0H2E=5$H*+T8R(#$@5&8*,32XI+3(T.2XX*%0I,3,N-BAH*3`N,BAE*2TR M-3`N.2A#*2TS+C4H;VTI.2XY*'!A*2TW*&XI,C0N-BAY*5U42@HO1C(@,2!4 M9@HT-"XX,CDS(#`@5$0*,"!48PHHDBE4:@HO1C$S(#$@5&8*,"XS-#$U(#`@ M5$0*,"XP,3$V(%1C"ELH2E=5$H*+T8R(#$@5&8*,3DN,#DW-B`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q M(%1F"C`N,S0Q-2`P(%1$"C`N,#$Q-B!48PI;*',I+3(S,RXU*&)O82DQ-BXV M*')D+"DM,C4P+C8H64I,38N-BAA*2TW+C@H2E4:@I%5`I1"D)4"CDN.#,Y-B`P(#`@.2XX,SDV(#$P-2XX M,S8U(#8T.2XT-30R(%1M"C`N,#$T-"!48PI;*%1R86XI.2XT*',I,3,N,BAA M*3(N,BAC*3$Y+C0H="DU+CDH:6]N*3DN-"AS*5U42@I%5`IE;F1S=')E86T- M96YD;V)J#3DQ(#`@;V)J#3P\(`TO5'EP92`O4&%G92`-+U!A'1'4W1A=&4@/#P@+T=3 M,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3DS(#`@;V)J#3P\("],96YG=&@@ M,30Y-C0@/CX@#7-T2DM,C0S+C8H<"DR-"XV*&$I+32DM,C0S+C"DP+C$H92DQ-RXS*&,I+32DM,C0S M+C@H92DQ-RXS*'@I,"XQ*&4I+3&,I+32E=5$H*+T8R(#$@5&8*,RXY-3$R(#`@5$0*,"!48PHHDBE4:@HO1C$S(#$@ M5&8*,"XS-#$U(#`@5$0*,"XP,3$S(%1C"ELH2DM,C0T+C2DM,C0S+C@H:2DM,BXT*&YC M*3$W+C,H=7)R92DQ-RXS*&0I+3(V."XR*&$I,3"DR-"XU*&EM M*3DN."AA*2TW+C$H="DM,BXT*&4I,32DM,C0S+C@H)#,L M*3$X+C0H,C@R*2TR-#,N."AI*3(R*&XI+3(V."XR*'0I,C(H2PI+3(R-2XR M*&$I+38N."AS*2TR-38N.2AS*3$Q+C0H="DR,BXS*&$I+38N."AT*3(R+C,H M92DM-BXX*&0I+3(T,RXU*&EN*2TR-#,N-2A.;W0I,C(N,RAE*2TR-3`N-R@Q M."PI+3(T.2XV*&DI,C(N,RAN*2TR-C2DM,C8X M+C,H2DM,C0T*&9I*3(Q+C@H;F$I+3"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@ M,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-.34@,"!O8FH- M/#P@#2]0"DM,C`N,RAT2DM M,C8T+C(H:2DM,C(N."AT92DM,C&4I+3"DM,C$N-"AT2DM,C8U+C,H:2DM M,C,N.2AT92DM,C@N-BAM*2TS,3(X,"A<*"DV+C"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH-.3@@,"!O8FH-/#P@#2]064I+32DM M,C0S+C@H82DQ-RXS*&,I+3&$I+32DM,C0S+C0H82DQ-RXW*&,I+38N-RAC*3$W+C2DM,C0S M+C,H82DM-BXV*&0I,C4H;W!T92DQ-RXX*&0I751*"BTR+C4S-C8@+3$N,3(R M(%1$"C`N,#$R,2!48PI;*%,I-RXQ*'0I,C$N."AA*2TW+C,H="DR,2XX*&4I M+32DM,C0T+C$H<')E*2TW+C0H'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2 M(#X^(`T^/B`-96YD;V)J#3$P-2`P(&]B:@T\/"`O3&5N9W1H(#0W-32DM.3`T."XX*#0I,C0N,R@S,RPI M,3@N,B@U,#`I+3(U,S8N-R@V*3(T+C,H,2DM,"XQ*"PI+38N,B@Q*3(T+C,H M-C5<*"DR."AC*2TW+C,H7"DI751*"D54"G$*,S@W+C$P-2`U.38N-#$V(#DN M.#0@,3$N,#,Y(')E"E<@;@I"5`HO1C(@,2!49@HY+C@S.38@,"`P(#DN.#,Y M-B`S.#2DM.34X,BXR*#$I,RXQ*#(I+3(Q+C,H+"DM,C2DS,2XV*&%B*36$I+37!E("]086=E(`TO4&%R96YT(#$T.2`P(%(@#2]297-O=7)C97,@ M,3`W(#`@4B`-+T-O;G1E;G1S(#$P."`P(%(@#2]-961I84)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E M(#`@#3X^(`UE;F1O8FH-,3`W(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@ M+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]& M,30@,3,Y(#`@4B`O1C$U(#$T,"`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3 M,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3$P."`P(&]B:@T\/"`O3&5N9W1H M(#$Y-#$Y(#X^(`US=')E86T-"C$@,2`Q(')G"B]'4S$@9W,*,2!I(`HQ."`Y M.3`@-3@P+C`U-B`M.32DM,C8Y+C,H"DM,"XT*&,I,38N."AH*2TP+C0H M82DM-RXV*&XI,C0H9V4I+3(U,2XU*')A*2TW+C8H="DR,2XU*&DI+3(N.2AO M*5U42@HP+C"DP+C,H8RDQ-RXU*&@I,"XS*&$I,32DM,C8X M+CDH2DM,"XV*',I M,3`N-"AI*2TS+C$H'!E*2TV+C@H8RDQ M-RXV*'0I+3(T-BAT:&4I+3(R-BXS*&8I-"XQ*&EN82DQ-RXV*&PI+3(T-BAA M*2TV+C@H;"DR,BXS*&QO8RDQ-RXV*&$I+38N."AT*3(R+C,H:2DM,BXQ*&]N M*2TR-#,N-2AT*3(R+C,H;RDM,C8W+CDH8F4I+3(R-BXS*&,I+38N."AO*3`N M-"AM*3$P+C$H<"DP+C0H;&4I,32DM,C0S+C(H82DM-BXU*&YD*2TR M-#,N,BAI*3(R+C8H"DR-"XS*&4I+32DM,C0T+C$H92DM-RXT*&YT*3(Q M+C2E=5$H*5"H*,"XP,3(X(%1C"ELH"DR,RXY*&,I+32PI+3(R-BXQ*'1H92DM,C4Q+C8H82DQ-BXW*&1J=7,I,3`N M-2AT*3(Q+C0H;2DM,34N,BAE*3$V+C2DM,C,X M+C0H1"DX*$0I."A2*5U42@I4*@HP+C`Q,C0@5&,*6RAB*3(T+C8H92DM-RAG M:2DR,BXQ*&YN:2DR,BXQ*&YG*2TR-C@N,2A3*3"DR,RXX*&EM*3DN,2AA*2TW+C@H="DR,2XS*&4I+32DM,C8X+CDH,2DM,"XV*#@I,C,N."@N*2TV+C2DM,C8Y+C,H2BDQ,"A$*3$N-2A.*2TR-C8N."A<*"DR-RXQ*"0S-#A< M*2XI751*"BTR+C`Y-S8@+3(N-#8S-"!41`HM,"XP,#8W(%1C"ELH7"@I+3$U M+C(H"DM,"XS*&,I+3"DP+C0H8RDQ-RXV*&@I,"XT*&$I+38N."AN*3(T+C@H9V4I+3(U M,"XW*&9O'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2 M(#X^(`T^/B`-96YD;V)J#3$Q-R`P(&]B:@T\/"`O3&5N9W1H(#$Q-#$Q(#X^ M(`US=')E86T-"C$@,2`Q(')G"B]'4S$@9W,*,2!I(`HQ."`Y.3`@-3@P+C`U M-B`M.32DM,C8X+C4H,2DR-"XR*"PI+3(U,"XR M*#(P,#(Z*2TR-#8N-BA<*"DR-RXY*&DI+3(N-RA<*2DM,C0P+C0H="DM,BXW M*&AE*2TR-3$N,RAA*3$W*&,I+32DM,C0S+C4H:2DR,BXS*&XI+3(V-RXY*&,I,32DM,C0T+C$H4RDM,32DM,"XR*&4I+32DM,C0T+C0H<'5R*3(W+C8H8RDM-RXW*&@I+3`N-2AA*3$V+C'!E M*2TV+C@H8RDQ-RXV*'0I+3(T-BAT:"DR-"XX*&4I+3(U,"XW*&8I-"XQ*&EN M82DQ-RXV*&PI+3(T-BAA*2TV+C@H;"DR,BXS*&QO8RDQ-RXV*&$I+38N."AT M*3(R+C,H:2DM,BXQ*&]N*2TR-#,N-2AT*3(R+C,H;RDM,C8W+CDH8BDR-"XX M*&4I+3(U,"XW*&,I+38N."AO*3`N-"AM*3$P+C$H<"DP+C0H;&4I,32E=5$H*5"H*,"XP,3$Q(%1C"ELH M9"DR,RXS*&DI+3,N-BAF9F4I,38N,2AR92DM."XS*&XI,C,N,RAT*2TR-#7!E("]086=E(`TO4&%R96YT(#$U M,"`P(%(@#2]297-O=7)C97,@,3$Y(#`@4B`-+T-O;G1E;G1S(#$R,"`P(%(@ M#2]-961I84)O>"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,3$Y(#`@;V)J#3P\ M(`TO4')O8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$V.2`P M(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y(#`@4B`O1C$U(#$T,"`P(%(@/CX@ M#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@,"!2(#X^(`T^/B`-96YD;V)J#3$R M,"`P(&]B:@T\/"`O3&5N9W1H(#,R-C@U(#X^(`US=')E86T-"C$@,2`Q(')G M"B]'4S$@9W,*,2!I(`HQ."`Y.3`@-3@P+C`U-B`M.32DM,C0S+CDH:6XI+3(T,RXY*&YE*3$W+C(H="DM,C0V+C0H:2DM,BXU*&YC M*3$W+C(H;VTI.2XW*&4I+3(U,2XQ*&\I,"AF*2TR-#`N,BAJ*2TR+C4H;VDI M,C$N.2AN="DM,C0V+C0H=F4I+3"DQ-RXR*&,I+3"DM,"XU*'`I,C,N.2AE*2TW+C2E4:@I% M5`I1"D)4"C"DM."XU*&4I,"AS*2TS,#@W+C,H M32DQ-BXQ*&$I+3@N-2AI*2TT+CBDM M-RXQ*&DI,C(H;F2DM,C0S+C@H<'5R8RDQ-RXS*&@I,"XQ*&$I M+32E=5$H*+T8R(#$@5&8*,3`N.#`T M.2`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,#$R M,R!48PI;*',I+3(S,BXX*&4I+32DM,C8X M+C2DM,C0T+C,H=&AE*2TR,C2DM,C0S+C@H:2DM,BXT*&YT*3(R M*&4I+32DM M,C0T+C$H:2DM,BXW*&YT*3(Q+C2DM,C0T*&AA*3$W+C$H=F4I+3(U,2XR*&)E*3$W+C$H92DM-RXS*&XI+3(T M-"AA*2TW+C,H9"DR-"XS*&IUFDI,CBDQ-RXV*&$I M+38N."AT*3(R+C,H:2DM,BXQ*&]N*2TR-#,N-2AO9BDM,C,Y+C@H=&@I,C0N M."AE*2TR-3`N-RAB*3`N-"AA*2TV+C@H2E=5$H*+T8R(#$@ M5&8*,C@N-C,T,2`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S$W,2`P M(%1$"C`N,#$Q."!48PI;*',I+3(S,RXS*&PI+3(N.2AI*3(Q+C4H;BDM,"XT M*&4I+3(U,2XU*&\I+3`N-"AF*2TR-#`N-BAC*2TW+C8H'!E*3$V+C@H;G,I,3`N-BAE*5U42@HM,S4N,#2DM,C0R+C$H;RDQ+C@H'!E*3$W+C$H;G,I,3`N.2AE*2TW+C,H2DM,C0T+C(H:2DM,BXX*&XI,C0N,2AT*2TR+C@H92DQ M-BXY*'(I,RXT*&4I+3BDM-RXS*&4I,3"DM,"XQ M*&,I,37!E("]086=E(`TO4&%R96YT(#$U,"`P(%(@#2]297-O=7)C97,@,3(X(#`@ M4B`-+T-O;G1E;G1S(#$R.2`P(%(@#2]-961I84)O>"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH-,3(X(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@ M72`-+T9O;G0@/#P@+T8R(#$V.2`P(%(@+T8Q,R`Q,S@@,"!2("]&,30@,3,Y M(#`@4B`O1C$U(#$T,"`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`Q-S4@ M,"!2(#X^(`T^/B`-96YD;V)J#3$R.2`P(&]B:@T\/"`O3&5N9W1H(#(S,S"DQ-RXR*&,I+3'!E*2TW+C(H;BDR-"XT*',I+3$S M+C0H92DM,C4Q+C$H:2DR,2XY*',I+3(U-RXS*&,I,32DM,"XU*&4I+3'!E*3$V*&YS*3DN."AE*2TR-3(N M,RAR*3(N-2AE*3$V*&,I+3@N-"AO'!E*3$V+CBDM-RXT*&DI,C$N-RAN*2TP+C(H M9RDM,C0T+C$H82DM-RXT*&YT*3(Q+C"DS,"XT*'`I-BAE;BDV*',I,3"DR-"XW*&EM*3$P*&$I+38N.2AT*3(R+C(H M92DM-BXY*&PI+3(N,BAY*5U42@I4*@I;*"0I,C0N-R@R*3`N,R@N*2TU+C@H M-RDM,C0S+C8H;2DQ,"AI*2TR+C(H;"DR,BXR*&QI;RDR-"XW*&XL*2TR-#DN M-RAB82DQ-RXU*',I+3$S+C$H92DQ-RXU*&0I+3(T,RXV*&\I,"XS*&XI+3(T M,RXV*$HI+3$S+C$H1$XI751*"B]&,B`Q(%1F"C$Q+C$W,#<@,"!41`HP(%1C M"BB2*51J"B]&,3,@,2!49@HP+C,T,34@,"!41`HP+C`Q,C<@5&,*6RAS*2TR M,S(N-"AE*2TV+C'!E*3$W+C0H;G,I M,3$N,BAE*2TR-3`N.2AI*2TR+C,H9BDM,C0P*'(I,RXY*&$I+3'!E*3$W+C,H;G,I,3$N M,2AE*2TR-3$H:2DM,BXT*&8I+3(T,"XQ*'(I,RXX*&$I+32DM,C0T+C,H:2DR M,2XU*'1E*2TW+C8H;2DM,C,T+C8H:2DM,BXY*',I+3(U-RXW*&,I,38N."AA M*2TW+C8H;"DR,2XU*&,I+3BDM M-BXX*&4I+3,Q+C(H9"XI751*"C(X+C,Q-S$@+3$R+C`R-#0@5$0*,"XP,#8X M(%1C"ELH1BTT*3$Y*#(I751*"B]&,30@,2!49@HM-2XT.#7!E M("]&;VYT(`TO4W5B='EP92`O5'EP93$@#2]&:7)S=$-H87(@,S(@#2],87-T M0VAA7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@ M#2]&:7)S=$-H87(@,S(@#2],87-T0VAA7!E("]&;VYT(`TO4W5B M='EP92`O5'EP93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@#2]&:7)S M=$-H87(@,S(@#2],87-T0VAA7!E("]& M;VYT1&5S8W)I<'1O2]. M+WIE"]O+W!A M"]B+T,I#2]&;VYT1FEL93,@,30R(#`@4B`-/CX@#65N9&]B:@TQ-#(@ M,"!O8FH-/#P@+T9I;'1E7!E("]4>7!E,4,@/CX@#7-TN/"!D\"*!"]G]N7> M@RY.`N?BB=:B]%^-OXH)MA7_C]G\/KJ(X:(K/'(;])[_R!TC<%S2T-%]-2!@ MQ8%4JGYG,1R@S,G/RLA3\NC`^/B-I>::*5]KKU$<2U,HD9;Q*J5#_5ON>=N;] M.WP,QP@,DSAA,QC`O'%LHP99AV'(G;*4(6R_#@NW3PT18`W8/=\4W MX2J\`N_"?W):YU3K]$(4)=*+WCB7.+\@0HG[9#1Y1QPE/B%^)=DCZ9SE,^O\ M[(#9QV9/S4F9\]S%U^7SN;*YM=((Z83K6M>_S%LUK]0MR.VJF\W=Z/XCM8,: M\N`]VF@)W>$9X?F%%\M+S><$6X=1XPZN3R%LHJ*!FH0^(8B.[TSJOLT\_G)@ MTL#&HF_H&B,QE-"?'LX@#^2A3RMGJ6MP0?@7'=<5;3UJD5"3UON$DLR/()#T MQ))HA#&A7T<^B&4_03<6GRGYNN2Q3&O*0JYU1;<4+[6R(P%$']DZ1<#.P5^F MGA\87/R8H\:_@&*B5WD:B$<\LUV6TN`VSQ*15.M\", M-(+W)7!FJ=;KX'WS]O4;$BJNL(%`F]#RM2@`!3.;S6Z,.[I=(>41# M/OYP5%2-:/K_>828$7P(="+H@Q,TRB1U$01DD5*^"$1X!XA$_RBR0[;V-0YT M9;>GIZM4J8I>;2LG+3T_+3Z/=S^#OS\3@0@"Z.\?"1SXOS3_(1V%!*)QQ*3& M-(.$%3RAC7Z3!4N1#'%H-4I`;3[#BWZ"->`-QV`O*S4W"+_47]2X#X&-&ACR MA.X&P$M;JZA:]7(^X='TL1[TK$`]7$B3@ELC#95L1C_PYE(QRB'P`\0V83TC- M8(@8$<(T[I\**BH+.L%`HT,6$H;A(6$AGZ,)>BD) M1!M.$=28;0ZY&GF?+B$N]79T/Y*#BJPTV42V?Q,/2"D<-ULAN5]8K,%W"T@D M?&6EMU8;:H\]6":,S,\FT16;*1CQ)29%B4P+6ZSB_9;"ZG;F3$W]Z0YV&`C' M\K0@+Z)29]95,(G9AEUEK!8JQ#89--#@#W5$)5E!7D5UA$.I$VYW0WVGUNHN MA`"VZQTUKO>$/M)^\Q[PP1WXX,V&SIUM7*68&O^N^>F55PR(E_3ZL*A62WYF MZC0E,_G&(X8<%KG:HO(C"TQ[2V00]C>Z^1:L:QAEJ]N-W MP5F(;1)-\X*"'H!]1"Y9;#0-#P'/:C;Y9 MUFY4,AI]FJGH?T&T4".&SR`0(N$`1XW]'`F!*)]%721LCJ9/6RP-PW+8T(M< M?:,.HZ_0_5AU38^U_NK)'LXQUAZXW@-U/0ZI9ZW4ZVGI]`+:9K"/52MVR!UB MBO2)IN+?R0D6\1WX2'N"\`N-4Z`=\NRXJJXZ2],H:#E8932;]S):D[:L@&TQ MWH>"/$OQD9*C)3K9D31#"0HLEU"O[X*.:*FIK+%O4W15[F(]UUI.O-^E._V_ M6?FVB9JCMVM56LK(ROO,345M75 MG&'O@)JH:+Y4/B1O[#$=S#7FF'1``Q8X6YOF<;]%C@)ZB;JM=W%[NG%-/5]@870%>LT2=F1 MO1_)T6&T'>U!>7$74"HTCG]WYM(H-P1;&D<[+)];9%;4K!7?-IXU93#:%+0^ M(X?-R5`5[9:CCU-AWE,(>@-FV/_P[6'D=9)K,CF$[>0CE^&,%==/6T73)^S8 MR*PEKQ@[3(>8/*/:H&'WHR`"721OPZZFN]>K^ZKL(NU:\7_I+O>H)JX\CHN8 M@+5&RQ@/SK0S;;4^%A_U5775KK;KMA875\3R4A!40#9%"0D)"9*0A#R<$/(` M@8080!X"X:6`B&`1I:[ONBI%#E(+6A]UUV-+SV_8F^W9B;A[NN?L_CWWW._] M_N[W][F_Z=)5L7D87_%?>3CL\`NWIIB*SE\#?2`T++S//:J)1S_]\A&8M?+WPBL7#0W,V_ MU:.I1&@8??H(E=_L57OEDFTQVI&=/O:V(T`RIL":QO[LW31:SNW1V;/WXC*- ME(W$7,_K'#T7Q3-J#EHIYY[1E\I+$M`4S\K`!#13F1VF]I=#E,,O)3?>=!*W MY3JME23;L"M8'+.`EGI:.$XNS&'H>IAJ+KY:/,L;!#?SB]OGXBBS<=1W;"NS ME@_KT*0^]#KZ!$E1"MO.H8"'W0<11(`&=I&>6J3EP\SGT`=13QLWO8]X06@$ MQ:*9-,PN)\>3W=H$]2_[^?"/WE3!7+:=6[7'62X=RMZC8;GTFF?]?W)M\%Z? M/+<>+Z'IPE-D-^S@:,N*]3<)V'D!>.S`\1B"T%IC+(F,7/C]-GYAGL510\#$ MFKB-:`V:17^4I<@U2:AQY2OU8'^I+!G%^IDK#OZ.7'E#5L-B,`3"[*IS-P=P MF(,VT(GL9BPJ1[V7=7" M--3/@?E<[#$J9![QG=:\@G;BPB71R@T)Z]&<@VIC7AK%RVA@/.Z`$J?#>6D$ MWA@^ZL0&L2$FB4GBGV11*>)F*%1J$2%16*Q2RI*19HDA%J_[]#>?F95`HGD4 M-NA.:A($XY%):Q8MW3[PP&8T&VVD))>#>?:C-/;FBO*LKNKZLXE?$S#KYD]/ MKJ6?6/*(6G%?<:P#OW[6W4-B0S#5]&ZHD?*&T\'\O<&'N57L.S;5BY;CW#BT MV*GCP+3>+AIF$FB.IR)C\VY=C(XUW.;PVV#.-+;@Q7EV6S4)%*/E]'#OM*6_ M*Z=*QG'1POS#X?/BH>^8Y54JF_5N72R>L1IUJ@7DW`-1:#(BB>`-=0_./8$; M1:_\/7L`EF.EW:3$J6F9.* MB^R'*BK*G-6UPJY5:#XB6L8]:H3J`^1NM-Q@X)3I-.[M[&N./D3!*"B\=/,0 MA:5WG2^!B;=>EKQ-G:03B?!TF_"$^VK']3:2-=G.S"CWJ1T&Z35?6`AF_H.F M&_WGB(H":;I:R\(F/HZ"M/G\^,BX_3N(N/#R&RZSRUQ*5>=QX(/R)X,#^"G! ML0C6[3*T#LW>4K=^]/GWCQQ'2-XZM*>4&:@#:9D/FO<-LV+`MX%YF_^0N]RS MFK-'G8IXP81"8[-11_+I$KPBM>C083+10._3X[LL+5FU!$P^SXX2O&KJ%MSF M@`_74L=!$[AG\VM@TSVBJ$"GII39M!A76@[6E3M=+I>\_6,4$(G6?)!*+N'R M4'P9C)3"YR>*RP)L/>Z[$'0Q>0`;PGYA!,P"?@A7H\K/EU'84'Z&,#^>6(/\ MMZ%)?VA+:Y13^T6[4P2XU*XH5)&KPI+%H7A8]W;P@;?N_N4^R<)@O[P;+RJK M*B:+BG5%!/;/D:?W[KCTKIRC5!<7&T+S/-'\R*B8I9EH0M[CJK M+(3M68+*21U5-%;.%OSHR:'.,S-U^_=2+_E9[REZ2I^J0I3/X6=AI M+V-_VUH&3'88&\XA.&*SU7A.?YROTHCQWW8EJ7`,^6ARC@2!;(]T,=U0X"]I_V&?[7K M6^!T$8ZB;+8,;5EKT,E4_&"1M.Y:VZ4O&]G+4W8P$QP5$L!^#NCL:WN&=8(0 MN/QM\2D2!:'2V*R%A2?SBJD1Z--[(;A7LUJ^S\"*]MBTZ=2!=OM@10OY$[/DE?12>;Q7NM[( MJ=>;-3+,TUG;DL*8/E?E75M%2`9@2%[:;8(Q1M5B0CS2`+[N&?@T]8Z%H@%7S0O+Q3Y_ZG&*:HE3AUONM7\KZJK M-JK)\PR/T3>D8^+&LSAX7WW?=J>UI^U6YIRK8&W].%;9<4R1#P6*T@+R3?A* M2$)"""1$\@%""$D((7P$(N%+@1@$/X!VME0JTR+H:)UKM?[H#T_/MOMUCV?; MD^WLQ_Z^SSGO=3WW?3W7==\<*;"?_VL0?7(-+4,U;!0=3I.4EC,U!OM9:]N` MR4*61GB=7PV"+/\_B`2__,PEH4N;\R]^R3_1^::>G M)+TY;[Z$8]**R;<%R`C6-BU%G5*77$=P9QWD8K%X5!'/W1&,0T3WTL1U(2J8 M&%A]$F`L-H.X^EW<5/8:.?0"Y5R<617.#MW^:I+IL-23-7!4NAO[Q+32D#>U M<'GARAC;TDK]3^M!QA-WFM91'O+RIX)\<\L+IQS?P*#GYZJ['MO M9PSF]F80;I]"3I#;\61U\G^YS;6K:R2'L*H(4P1_$C;;_-/+0I2],+;X8(9Q MG57*..3]8"_65]`EIN+IN='ISRZ3/''S;[A#!NZ#YWXHK/"_$^&MQ+=WX%=V M!A+^1D)B"\3#QJ6B+["0:Y"(9GI.IKY`Q(H%)XK'/H0?/()T>(Z+P%D...CB M:;]!&OF='1P/22IMA"41#M^&$W!$>;G5.8*BH"YW3!H6O\AIZ0_@?08P_E M&7Q,5-*4U-0Q!3OYE:A]`F4PD3T:53`>-I&+)N(M!SV):U]_M+YVC43##GQ> MF5G>F!2<.;1A>!CNBLB:*(3?/Q[R2C)?Q=_#^3_+DPR1P/"Y)?#XR6]O9'=$ M!OA0]#%LV#0)T?;`^=M"Y'6T78?0(09]W%=SVL]8QPQ71\H=E8??P<_'%W#U MTC.F64@/ML^6V7!$=;R!9)C):C5;F:$6A5*CS:_+Y>)P@(KPD?;\O#<20CZ? M7O5THB=CL%4DQ=NI3H'U;'.[W3M1?8Y9>-P/(=R?<<37B_2LS]+#(OY&W]'$ M%JY3T`T/0$0JS_![1+L'@=Z:V,Y:&,]$:4Z.F45>:EYY9()=K2ANT&KW.H#-JA2N" M_7B0:E14)]30Q8-UW5+1*W,TOX6%L_293-M^"M*RB`>#?_ MBFBEU:3HW"9L/VK#O]E/AC"5Q='5?6N)18'A47@5WOV&'J_P%$@5RAHV>:MT?3UJ#^<^/+>2. M1XKY$F3AMT*HJ%@LS94PTH;^SD9.VY\/F[MHPTW8X&51?T^KO(_I:W=U<IKV0UABJF,+Y"(^:0L;F&:O/9S19FH%E99.&,NA$5Y*C#ZG*R(^-30:V M"O#B,Z%%0UE)MYQ_O+WC#G/%/W[>5]ZBJ:Q5RKDJNUI-JQ3ZVKIJPW`9F_J9 MW!5O!S]\&V7%XV%%.(R*D'4]?=&)=3:H;16`V_RLLCE,:>=3VB'3+L0E1KZB M#7YD>'XUG-?_!)Z*_@U4VB[*"F5N9'-T7!E("]4>7!E,4,@/CX@#7-T$)%0Q*N-8F=&9 M:%L5%*14*[A416X""LA%P:H0($(DD)"$!(2`!)3+&&25BR#WQ@`"7CB@%A"T ME:T6K0NL!?045SQMM=NZGIYZGFE?N]U@W4_[Y?_A?<]S^3W_/P^SM<%X/-Z2 MT)UAVX.#UT3*4V4:EVU*16*@5JJ0)\S^>7(4QBWE<_JYN;I MHU1EJ>5)R5K)Z@0GR?N>'AO6SNK&U^HYJYYN$N]$9;Q,$I&ET)Q%NAD(3/=M!(PF4:F5IG?7V]LD2ND4@E6K4T498J5:=(E`5BH#1;!QV(PC+`>$>-C'V(96"/V'<^3E\?[ MW2;(9H+OQN^WE=C6V?U#N#W#(]3H0`"_&$. MV,,Z.$""),V1S#B?&K-AR1:GH@6%J33^]`[.\*#P^S$$A0$?^<- M/^;O0T%$[0GPG09'\F'8&55\6HJ4#AXMEY(1JZ,S\VDQV\+-U`_I>>6<.[]\ M,?S4(MPA+[M00?S87\SKL#K.'_`";E:E91)%1F/ MUUQHO%/3QXS!$<0O%."*PY&"$J&YZ,CE4`J)D1/:BU8=JG1^/CTX?>4L8SHN MP#L+THYE99-[^@T-MV[>'^JD<06Z'4484JL^O?,0"A]5M!9*O?U0P7I&/),[ MPHD[><=@$3B!/1_&8#FQ*^%@R@$J+;;NX=@7<'"FHJ8HES'HLI6DO#W+"X&6MEF:!7@/MP7>)HS' M$G;HJ/R2BO+:/MA<>8'!!ZQF.`GPGN2"_4?0HGP[59.HN>&H)D>](<.#J3%D M-<11R,[:.PJMBVWQF'[@YV7$Z$/( MF;EX?/_1M`#4N3:AY$8Y_3^RUL,IE7E%UDH)'K MJQ$!S!.:GYR'.3VW[2ZW#C[HI1I.Y!0P>'?Z!RCI(_)0L_+R-U?'1WIHL9=Q M%)Y;6O6``>E@M9#"KX+"ZF"J7AZCH8X:RRL[;D%2-[S#X%Q`MHLQH=@ZKNUX M>VF*]B-4%DMJJN*&[_<.3PW2^!)DP^41]EAZ@[2ON[W]PD7%.=D!G51#O^&% M`1V(QB,M#M``\PZ!/:ZVNIL"%)&0KDW24T>**BH87-TV`\EWR,D])LWZ*(_E M/G2QZ0L($>"'LKQ6&S,HE$_& M!TCI2P;=8,],]4W>Z+`FJHW;T,8KAKD0#W/Y8.'\B+/-AIBMN]"Y-7O8:XTC MU^`"8$QE&X'<$8&V(M_#POQ MIU9]2OCXHE)G0_K)#O,UV-;23U^JOW2UFVJNSTQA\$DT^!5QH;2^5$UF[$2' M=Z!B>F=V!BNG5&"RB))331W-;3^=ZF2RSYT^:J9@!9"P&]8Q^-/OH[M"XR)5 M7GOHXK*NGP7XI*\AL<@CWT[-<\5OX:0NWYLV,E+W(:S?: M3EMOTO&TLO_L5W9XV_7FH7^W4OBMFBK9>>IFD.C-59O1AP3&'5I5EH$T"B["NO+'L1(M9?X4:>7SQ1^9GM.S) MEV0Y.W#];TW^,:=H2XG@SZSU\HZ`F`]=7!3A(^R&]P3)PH#E6Q2).7;)@Z)8 MY/XQ&+=$:-0)>;&*:F2@UEU5TWP*<3Q,RT\'6D`L;A1TNM MOE/O4&NU=PG,Q4/P*FNB'`F#41:JH8[EF^HZIJ&Y<91!<_=#58@S6Y^9D+B"!2]S4(79[M-3OLYZIQ3[R2 M>Q?F$TG*PUK=?P.X`$?_&W"%J:*&'VOW,`6?F;36KAL3.:.2=Z<;K*&EI8P? MHXQTL6H;5VAJ(D$?>]F"JW>G"!-3^SMS!7`'C)68C)8;GJ2+2)@?J?LN7T4% M>H%\BW+P>EY^6G9.8"/L*GZMFNAO- MQ-^QI1\.>9WY,9O[@)CW@9$&]YV4_'6-!WV9^%:5]UZ9"/MNC/ASD_<0BPD> MH$-Y%_\,"?<-"XP,#OB(%/?Y%:D=2%T*96YD7!E("]086=E7!E("]086=E7!E("]086=E')E9@TP M(#$V,B`-,#`P,#`P,#`P,"`V-34S-2!F#0HP,#`P,#(S,S,W(#`P,#`P(&X- M"C`P,#`P,C,T.3$@,#`P,#`@;@T*,#`P,#`R,S8P-R`P,#`P,"!N#0HP,#`P M,#0R,#0Y(#`P,#`P(&X-"C`P,#`P-#(R,#,@,#`P,#`@;@T*,#`P,#`T,C,P M-R`P,#`P,"!N#0HP,#`P,#4X.3(T(#`P,#`P(&X-"C`P,#`P-3DP-S@@,#`P M,#`@;@T*,#`P,#`U.3$X,B`P,#`P,"!N#0HP,#`P,#8T,#DP(#`P,#`P(&X- M"C`P,#`P-C0R-#<@,#`P,#`@;@T*,#`P,#`V-#,V-"`P,#`P,"!N#0HP,#`P M,# -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED


                            ARTICLES OF INCORPORATION

                                       OF

                    DEVELOPERS DIVERSIFIED REALTY CORPORATION


                  The undersigned, desiring to form a corporation for profit
under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, does
hereby certify:

                  FIRST: The name of the Corporation shall be Developers
Diversified Realty Corporation.

                  SECOND: The place in the State of Ohio where the principal
office of the Corporation is located is Beachwood, Cuyahoga County.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive of the Ohio Revised Code.

                  FOURTH: The authorized number of shares of the Corporation is
109,000,000, consisting of 100,000,000 Common Shares, without par value
(hereinafter called "Common Shares"), 750,000 Class A Cumulative Preferred
Shares, without par value (hereinafter called "Class A Shares"), 750,000 Class B
Cumulative Preferred Shares, without par value (hereinafter called "Class B
Shares"), 750,000 Class C Cumulative Preferred Shares, without par value
(hereinafter called "Class C Shares"), 750,000 Class D Cumulative Preferred
Shares, without par value (hereinafter called "Class D Shares"), 750,000 Class E
Cumulative Preferred Shares, without par value (hereinafter called "Class E
Shares"), 750,000 Class F Cumulative Preferred Shares, without par value
(hereinafter called "Class F Shares"), 750,000 Class G Cumulative Preferred
Shares, without par value (hereinafter called "Class G Shares"), 750,000 Class H
Cumulative Preferred Shares, without par value (hereinafter called "Class H
Shares"), 750,000 Class I Cumulative Preferred Shares, without par value
(hereinafter called "Class I Shares"), 750,000 Class J Cumulative Preferred
Shares, without par value (hereinafter called "Class J Shares"), 750,000 Class K
Cumulative Preferred Shares, without par value (hereinafter called "Class K
Shares"), and 750,000 Noncumulative Preferred Shares, without par value
(hereinafter called "Noncumulative Shares"). The Class A Shares, Class B Shares,
Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
Class H Shares, Class I Shares, Class J Shares and Class K Shares are sometimes
collectively referred to herein as the "Cumulative Shares."






                                   DIVISION A

         I.       The Class A Cumulative Preferred Shares. The Class A Shares
shall have the following express terms:

                  Section 1. Series. The Class A Shares may be issued from time
         to time in one or more series. All Class A Shares shall be of equal
         rank and shall be identical, except in respect of the matters that may
         be fixed by the Board of Directors as hereinafter provided, and each
         share of a series shall be identical with all other shares of such
         series, except as to the dates from which dividends shall accrue and be
         cumulative. All Class A Shares shall rank on a parity with the Class B
         Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
         Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
         Shares and Noncumulative Shares and shall be identical to all Class B
         Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
         Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
         Shares and Noncumulative Shares except (1) in respect of the matters
         that may be fixed by the Board of Directors as provided in clauses (a)
         through (i), inclusive, of this Section 1 and (2) only dividends on the
         Cumulative Shares shall be cumulative as set forth herein. Subject to
         the provisions of Sections 2 through 5, both inclusive, and Item XIII
         of this Division, which provisions shall apply to all Class A Shares,
         the Board of Directors hereby is authorized to cause such shares to be
         issued in one or more series and, with respect to each such series to
         determine and fix prior to the issuance thereof (and thereafter, to the
         extent provided in clause (b) of this Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;


                                       2



                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item I) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class A Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class A Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class A Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class A Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class B Shares, Class C Shares, Class D Shares, Class
         E Shares, Class F Shares, Class G Shares, Class H Shares, Class I
         Shares, Class J Shares, Class K Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Class A Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class A Shares, shall be paid or declared or any
         distribution be made, except as



                                       3


         aforesaid, in respect of the Common Shares or any other shares ranking
         junior to the Class A Shares, nor shall any Common Shares or any other
         shares ranking junior to the Class A Shares be purchased, retired or
         otherwise acquired by the Corporation, except out of the proceeds of
         the sale of Common Shares or other shares of the Corporation ranking
         junior to the Class A Shares received by the Corporation subsequent to
         the date of first issuance of Class A Shares of any series, unless:

                  (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                  (2) All unpaid dividends on Noncumulative Shares for the then
         current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                  (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item I.

              (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class A Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

              (d) If, for any taxable year, the Corporation elects to designate
         as "capital gain dividends" (as defined in Section 857 of the Code) any
         portion (the "Capital Gains Amount") of the dividends paid or made
         available for the year to holders of all classes of stock (the "Total
         Dividends"), then, to the extent permissible under the Code and to the
         extent it does not cause any dividends to fail to qualify for the
         dividends paid deduction under Section 561 of the Code, the portion of
         the Capital Gains Amount that shall be allocable to holders of the
         Class A Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class A Shares for the year bears
         to the Total Dividends.



                                       4


         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class A
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item I; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class A Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item I; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class A Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item I prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class A Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class A Shares so to be redeemed amounts
         equal to the redemption price of the Class A Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class A Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class A Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.


                                       5


                  (c) Any Class A Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class A Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class A Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class A Shares, unless
         all dividends on all Class A Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class A Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class A Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item I, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class A Shares of the
         full preferential amounts as aforesaid, the holders of Class A Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                      (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.


                                       6


         Section 5. Voting.

                  (a) The holders of Class A Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class A Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class A
         Shares, voting separately as a class, together with all Class B Shares,
         Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class A Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class A Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class A Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class A Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph.

                      (2) In the event of default entitling holders of Class A
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class A Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class A
         Shares. At any meeting at which such holders of Class A Shares shall be
         entitled to elect directors, holders of 50% of such Class A Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class A Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of


                                       7


         the Corporation, the two directors who may be elected by such holders
         of Class A Shares pursuant to this Subsection shall serve in addition
         to any other directors then in office or proposed to be elected
         otherwise than pursuant to this Subsection. Nothing in this Subsection
         shall prevent any change otherwise permitted in the total number of or
         classifications of directors of the Corporation or require the
         resignation of any director elected otherwise than pursuant to this
         Subsection. Notwithstanding any classification of the other directors
         of the Corporation, the two directors elected by such holders of Class
         A Shares shall be elected annually for terms expiring at the next
         succeeding annual meeting of shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class A Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class A Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class B Shares, Class C Shares, Class D
         Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and Noncumulative Shares then entitled to vote
         shall be combined (with each class of shares having a number of votes
         proportional to the aggregate liquidation preference of its outstanding
         shares). In such case, the holders of Class A Shares and of all such
         other shares then entitled so to vote, voting as a class, shall elect
         such directors. If the holders of any such other shares have elected
         such directors prior to the happening of the default or event
         permitting the holders of Class A Shares to elect directors, or prior
         to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class A
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class A Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the


                                       8


         Corporation which affects adversely and materially the preferences or
         voting or other rights of the holders of Class A Shares which are set
         forth in these Amended and Restated Articles of Incorporation, as
         amended; provided, however, neither the amendment of these Amended and
         Restated Articles of Incorporation, as amended, so as to authorize,
         create or change the authorized or outstanding number of Class A Shares
         or of any shares ranking on a parity with or junior to the Class A
         Shares nor the amendment of the provisions of the Code of Regulations
         so as to change the number or classification of directors of the
         Corporation shall be deemed to affect adversely and materially
         preferences or voting or other rights of the holders of Class A Shares;
         or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class A Shares.

                  (e) In the event, and only to the extent, that (1) Class A
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class A Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class A Shares or of any shares ranking on a parity with or junior to
         the Class A Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

         Section 6. 9 1/2% Class A Cumulative Redeemable Preferred Shares. Of
    the 750,000 authorized Class A Shares, 460,000 shares are designated as a
    series entitled "9 1/2% Class A Cumulative Redeemable Preferred Shares"
    (hereinafter called "9 1/2% Class A Preferred Shares"). The 9 1/2% Class A
    Preferred Shares shall have the express terms set forth in this Item I as
    being applicable to all Class A Shares as a class and, in addition, the
    following express terms applicable to all 9 1/2% Class A Preferred Shares as
    a series of Class A Shares:

                  (a) The annual dividend rate of the 9 1/2% Class A Preferred
         Shares shall be 9 1/2% of the liquidation preference of $250.00 per
         share.


                                       9


                  (b) Dividends on the 9 1/2% Class A Preferred Shares shall be
         payable, if declared, quarterly on or about the 15th day of March,
         June, September, and December each year, the first quarterly dividend
         being payable, if declared, on December 15, 1995. The dividends payable
         for each full quarterly dividend period on each 9 1/2% Class A
         Preferred Share shall be $5.94.

                  Dividends for the initial dividend period on the 9 1/2% Class
         A Preferred Shares, or for any period shorter or longer than a full
         dividend period on the 9 1/2% Class A Preferred Shares, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of 9
         1/2% Class A Preferred Shares shall be rounded to the nearest
         one-hundredth of one cent with $.00005 being rounded upward. Each
         dividend shall be payable to the holders of record on such record date,
         no less than 10 nor more than 30 days preceding the payment date
         thereof, as shall be fixed from time to time by the Corporation's Board
         of Directors.

                  (c) Dividends on 9 1/2% Class A Preferred Shares shall be
         cumulative as follows:

                      (1) With respect to shares included in the initial issue
         of 9 1/2% Class A Preferred Shares and shares issued any time
         thereafter up to and including the record date for the payment of the
         first dividend on the initial issue of 9 1/2% Class A Preferred Shares,
         dividends shall be cumulative from the date of the initial issue of 9
         1/2% Class A Preferred Shares; and

                      (2) With respect to shares issued any time after the
         aforesaid record date, dividends shall be cumulative from the dividend
         payment date next preceding the date of issue of such shares, except
         that if such shares are issued during the period commencing the day
         after the record date for the payment of a dividend on 9 1/2% Class A
         Preferred Shares and ending on the payment date of that dividend,
         dividends with respect to such shares shall be cumulative from that
         dividend payment date.

                  (d) Except as required to preserve the Corporation's status as
         a real estate investment trust under the Internal Revenue Code of 1986,
         as amended, the 9 1/2% Class A Preferred Shares may not be redeemed
         prior to November 15, 2000. At any time or from time to time on and
         after November 15, 2000 the Corporation, at its option upon not less
         than thirty (30) nor more than sixty (60) days' written notice, may
         redeem all or any part of the 9 1/2% Class A Preferred Shares at a
         redemption price of $250.00 per share plus, in each case, an amount
         equal to all dividends accrued and unpaid thereon to the redemption
         date, without interest. The redemption price (other than the portion
         thereof consisting of accrued and unpaid dividends) is payable solely
         out of the sale proceeds of other capital shares of the Corporation,
         which may include any equity securities (including common shares and
         preferred shares), shares, interests, participation or other ownership
         interests (however designated) and any rights (other than debt
         securities


                                       10


         convertible into or exchangeable for equity securities), or options to
         purchase any of the foregoing.

                  (e) The amount payable per 9 1/2% Class A Preferred Share in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation shall be $250.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

                  (f) All dividend payments made on the 9 1/2% Class A Preferred
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such 9 1/2% Class A Preferred Shares for any
         dividend period, shall, for the purposes of Section 5(b)(1) of this
         Item I, be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

   II.   The Class B Cumulative Preferred Shares. The Class B Cumulative
Preferred Shares shall have the following express terms:

         Section 1. Series. The Class B Shares may be issued from time to time
    in one or more series. All Class B Shares shall be of equal rank and shall
    be identical, except in respect of the matters that may be fixed by the
    Board of Directors as hereinafter provided, and each share of a series shall
    be identical with all other shares of such series, except as to the dates
    from which dividends shall accrue and be cumulative. All Class B Shares
    shall rank on a parity with the Class A Shares, Class C Shares, Class D
    Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
    Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and
    shall be identical to all Class A Shares, Class C Shares, Class D Shares,
    Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I
    Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)
    in respect of the matters that may be fixed by the Board of Directors as
    provided in clauses (a) through (i), inclusive, of this Section 1 and (2)
    only dividends on the Cumulative Shares are cumulative as set forth herein.
    Subject to the provisions of Sections 2 through 5, both inclusive, and Item
    XIII of this Division, which provisions shall apply to all Class B Shares,
    the Board of Directors hereby is authorized to cause such shares to be
    issued in one or more series and with respect to each such series to
    determine and fix prior to the issuance thereof (and thereafter, to the
    extent provided in clause (b) of this Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;


                                       11


                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item II) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), both inclusive, of this Section and is authorized to take such
actions with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class B Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class B Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class B Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class B Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to the Noncumulative Shares, only with respect to
         the then current


                                       12


         dividend period), ratably in proportion to the respective dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class A Shares, Class C Shares, Class D Shares, Class E
         Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares,
         Class J Shares, Class K Shares and Noncumulative Shares then issued and
         outstanding and entitled to receive such dividends.

                  (b) So long as any Class B Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class B Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class B Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         B Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class B Shares
         received by the Corporation subsequent to the date of first issuance of
         Class B Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment thereof set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item II.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption, retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class B Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under


                                       13


         the Code and to the extent that it does not cause any dividends to fail
         to qualify for the dividends paid deduction under Section 561 of the
         Code, the portion of the Capital Gains Amount that shall be allocable
         to holders of the Class B Shares shall be the amount that the total
         dividends paid or made available to the holders of the Class B Shares
         for the year bears to the Total Dividends.


                                       14


         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class B
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item II; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class B Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item II; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class B Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item II prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class B Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class B Shares so to be redeemed amounts
         equal to the redemption price of the Class B Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class B Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class B Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.


                                       15


                  (c) Any Class B Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class B Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class B Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class B Shares, unless
         all dividends on all Class B Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class B Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class B Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item II, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class B Shares of the
         full preferential amounts as aforesaid, the holders of Class B Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.


                                       16


         Section 5. Voting.

                  (a) The holders of Class B Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class B Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of Class B Shares,
         voting separately as a class, together with all Class A Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class J Shares, Class K Shares and
         Noncumulative Shares upon which like voting rights have been conferred
         and are exercisable under the circumstances described in Subsection
         5(c), shall be entitled to elect, as herein provided, a total of two
         members of the Board of Directors of the Corporation; provided,
         however, that the holders of such Class B Shares shall not exercise
         such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class B Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class B Shares
         then outstanding shall have been paid or declared and a sum sufficient
         therefor set aside for payment, whereupon the holders of such Class B
         Shares shall be divested of their special class voting rights in
         respect of subsequent elections of directors, subject to the revesting
         of such special class voting rights in the event above specified in
         this paragraph.

                      (2) In the event of default entitling holders of Class B
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class B Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class B
         Shares. At any meeting at which such holders of Class B Shares shall be
         entitled to elect directors, holders of 50% of such Class B Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class B Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class B

                                       17

         Shares pursuant to this Subsection shall serve in addition to any other
         directors then in office or proposed to be elected otherwise than
         pursuant to this Subsection. Nothing in this Subsection shall prevent
         any change otherwise permitted in the total number of or
         classifications of directors of the Corporation nor require the
         resignation of any director elected otherwise than pursuant to this
         Subsection. Notwithstanding any classification of the other directors
         of the Corporation, the two directors elected by such holders of Class
         B Shares shall be elected annually for terms expiring at the next
         succeeding annual meeting of shareholders.

                  (3) Upon any divesting of the special class voting rights of
         the holders of the Class B Shares in respect of elections of directors
         as provided in this Subsection, the terms of office of all directors
         then in office elected by such holders shall terminate immediately
         thereupon. If the office of any director elected by such holders voting
         as a class becomes vacant by reason of death, resignation, removal from
         office or otherwise, the remaining director elected by such holders
         voting as a class may elect a successor who shall hold office for the
         unexpired term in respect of which such vacancy occurred.

                  (c) If at any time when the holders of Class B Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class C Shares, Class D
         Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with class of shares having a number of votes
         proportional to the aggregate liquidation preference of its outstanding
         shares). In such case, the holders of Class B Shares and of all such
         other shares then entitled so to vote, voting as a class, shall elect
         such directors. If the holders of any such other shares have elected
         such directors prior to the happening of the default or event
         permitting the holders of Class B Shares to elect directors, or prior
         to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class B
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class B Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or


                                       18


         other rights of the holders of Class B Shares which are set forth in
         these Amended and Restated Articles of Incorporation, as amended;
         provided, however, neither the amendment of these Amended and Restated
         Articles of Incorporation, as amended, so as to authorize, create or
         change the authorized or outstanding number of Class B Shares or of any
         shares ranking on a parity with or junior to the Class B Shares nor the
         amendment of the provisions of the Code of Regulations so as to change
         the number or classification of directors of the Corporation shall be
         deemed to affect adversely and materially preferences or voting or
         other rights of the holders of Class B Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such Class B Shares.

                  (e) In the event, and only to the extent, that (1) Class B
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class B Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class B Shares or of any shares remaining on a parity with or junior to
         the Class B Shares nor the amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         preferences or voting or other rights of the holders of such series.

         Section 6. 9.44% Class B Cumulative Redeemable Preferred Shares. Of the
    750,000 authorized Class B Shares, 177,500 shares are designated as a series
    entitled "9.44% Class B Cumulative Redeemable Preferred Shares" (hereinafter
    called "9.44% Class B Preferred Shares"). The 9.44% Class B Preferred Shares
    shall have the express terms set forth in this Item II as being applicable
    to all Class B Shares as a class and, in addition, the following express
    terms applicable to all 9.44% Class B Preferred Shares as a series of Class
    B Shares:

                  (a) The annual dividend rate of the 9.44% Class B Preferred
         Shares shall be 9.44% of the liquidation preference of $250.00 per
         share.

                  (b) Dividends on the 9.44% Class B Preferred Shares shall be
         payable, if declared, quarterly on or about the 15th day of March,
         June, September, and


                                       19


         December each year, the first quarterly dividend being payable, if
         declared, on March 15, 1996. The dividends payable for each full
         quarterly dividend period on each 9.44% Class B Preferred Share shall
         be $5.90.

                  Dividends for the initial dividend period on the 9.44% Class B
         Preferred Shares, or for any period shorter or longer than a full
         dividend period on the 9.44% Class B Preferred Shares, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of
         9.44% Class B Preferred Shares shall be rounded to the nearest
         one-hundredth of one cent with $.00005 being rounded upward. Each
         dividend shall be payable to the holders of record on such record date,
         no less than 10 nor more than 30 days preceding the payment date
         thereof, as shall be fixed from time to time by the Corporation's Board
         of Directors.

                  (c) Dividends on 9.44% Class B Preferred Shares shall be
         cumulative as follows:

                      (1) With respect to shares included in the initial issue
         of 9.44% Class B Preferred Shares and shares issued any time thereafter
         up to and including the record date for the payment of the first
         dividend on the initial issue of 9.44% Class B Preferred Shares,
         dividends shall be cumulative from the date of the initial issue of
         9.44% Class B Preferred Shares; and

                      (2) With respect to shares issued any time after the
         aforesaid record date, dividends shall be cumulative from the dividend
         payment date next preceding the date of issue of such shares, except
         that if such shares are issued during the period commencing the day
         after the record date for the payment of a dividend on 9.44% Class B
         Preferred Shares and ending on the payment date of that dividend,
         dividends with respect to such shares shall be cumulative from that
         dividend payment date.

                  (d) Except as required to preserve the Corporation's status as
         a real estate investment trust under the Internal Revenue Code of 1986,
         as amended, the 9.44% Class B Preferred Shares may not be redeemed
         prior to December 26, 2000. At any time or from time to time on and
         after December 26, 2000 the Corporation, at its option upon not less
         than thirty (30) nor more than sixty (60) days' written notice, may
         redeem all or any part of the 9.44% Class B Preferred Shares at a
         redemption price of $250.00 per share plus, in each case, an amount
         equal to all dividends accrued and unpaid thereon to the redemption
         date, without interest. The redemption price (other than the portion
         thereof consisting of accrued and unpaid dividends) is payable solely
         out of the sale proceeds of other capital shares of the Corporation,
         which may include any equity securities (including common shares and
         preferred shares), shares, interests, participation or other ownership
         interests (however designated) and any rights (other than debt
         securities convertible into or exchangeable for equity securities), or
         options to purchase any of the foregoing.


                                       20


                  (e) The amount payable per 9.44% Class B Preferred Share in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation shall be $250.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

                  (f) All dividend payments made on the 9.44% Class B Preferred
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such 9.44% Class B Preferred Shares for any
         dividend period, shall, for the purposes of Section 5(b)(1) of this
         Item II, be deemed to be made in respect of the earliest dividend
         period with respect to which the Corporation is in default.

   III.  The Class C Cumulative Preferred Shares. The Class C Shares shall have
the following express terms:

         Section 1. Series. The Class C Shares may be issued from time to time
   in one or more series. All Class C Shares shall be of equal rank and shall be
   identical, except in respect of the matters that may be fixed by the Board of
   Directors as hereinafter provided, and each share of a series shall be
   identical with all other shares of such series, except as to the dates from
   which dividends shall accrue and be cumulative. All Class C Shares shall rank
   on a parity with the Class A Shares, Class B Shares, Class D Shares, Class E
   Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class
   J Shares, Class K Shares and Noncumulative Shares and shall be identical to
   all Class A Shares, Class B Shares, Class D Shares, Class E Shares, Class F
   Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class
   K Shares and Noncumulative Shares except (1) in respect of the matters that
   may be fixed by the Board of Directors as provided in clauses (a) through
   (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares
   shall be cumulative as set forth herein. Subject to the provisions of
   Sections 2 through 5, both inclusive, and Item XIII of this Division, which
   provisions shall apply to all Class C Shares, the Board of Directors hereby
   is authorized to cause such shares to be issued in one or more series and,
   with respect to each such series to determine and fix prior to the issuance
   thereof (and thereafter, to the extent provided in clause (b) of this
   Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared,


                                       21


         shall be payable, including the means by which such dates and periods
         may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item III) on the issuance of shares of the same
         series or of any other class or series.

                  The Board of Directors is authorized to adopt from time to
time amendments to the Amended and Restated Articles of Incorporation, as
amended, fixing, with respect to each such series, the matters described in
clauses (a) through (i), inclusive, of this Section and is authorized to take
such actions with respect thereto as may be required by law in order to effect
such amendments.

         Section 2. Dividends.

                  (a) The holders of Class C Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class C Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class C Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class C Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares,


                                       22


         Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares then issued and outstanding and entitled to
         receive such dividends.

                  (b) So long as any Class C Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class C Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class C Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         C Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class C Shares
         received by the Corporation subsequent to the date of first issuance of
         Class C Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item III.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class C Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion



                                       23


         of the Capital Gains Amount that shall be allocable to holders of the
         Class C Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class C Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class C
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item III; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class C Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item III; and shall in each case
         pay all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class C Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item III prior to the issuance thereof. At any time after
         notice as provided above has been deposited in the mail, the
         Corporation may deposit the aggregate redemption price of Class C
         Shares to be redeemed, together with accrued and unpaid dividends
         thereon to the redemption date, with any bank or trust company in
         Cleveland, Ohio, or New York, New York, having capital and surplus of
         not less than $100,000,000 named in such notice and direct that there
         be paid to the respective holders of the Class C Shares so to be
         redeemed amounts equal to the redemption price of the Class C Shares so
         to be redeemed, together with such accrued and unpaid dividends
         thereon, on surrender of the share certificate or certificates held by
         such holders; and upon the deposit of such notice in the mail and the
         making of such deposit of money with such bank or trust company, such
         holders shall cease to be shareholders with respect to such shares; and
         from and after the time such notice shall have been so deposited and
         such deposit of money shall have been so made, such holders shall have
         no rights or claim against the Corporation with respect to such shares,
         except only the right to receive such money from such bank or trust
         company without interest or to exercise before the redemption date any
         unexpired privileges of conversion. In the event less than all of the
         outstanding Class C Shares are to be redeemed, the Corporation shall
         select by lot the shares so to be redeemed in such manner as shall be
         prescribed by the Board of Directors.

                      (2) If the holders of Class C Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount


                                       24


         deposited for the redemption thereof, any such bank or trust company
         shall, upon demand, pay over to the Corporation such unclaimed amounts
         and thereupon such bank or trust company and the Corporation shall be
         relieved of all responsibility in respect thereof and to such holders.

                  (c) Any Class C Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class C Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class C Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class C Shares, unless
         all dividends on all Class C Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class C Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class C Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item III, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class C Shares of the
         full preferential amounts as aforesaid, the holders of Class C Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.


                                       25


                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class C Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class C Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class C
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class D Shares, Class E Shares, Class F Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class C Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class C Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class C Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class C Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class C
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class C Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class C
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class C Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class C


                                       26


         Shares. At any meeting at which such holders of Class C Shares shall be
         entitled to elect directors, holders of 50% of such Class C Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class C Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class C Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class C Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class C Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class C Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class D
         Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class C Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class C Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class C
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.


                                       27


                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class C Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class C Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class C Shares or of any shares ranking on a
         parity with or junior to the Class C Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class C Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class C Shares.

                  (e) In the event, and only to the extent, that (1) Class C
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class C Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class C Shares or of any shares ranking on a parity with or junior to
         the Class C Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

         Section 6. 8 3/8% Class C Cumulative Redeemable Preferred Shares. Of
    the 750,000 authorized Class C Shares, 460,000 shares are designated as a
    series entitled "8 3/8% Class C Cumulative Redeemable Preferred Shares"
    (hereinafter called "8 3/8% Class C Preferred Shares"). The 8 3/8% Class C
    Preferred Shares shall have the express


                                       28


    terms set forth in this Division as being applicable to all Class C
    Shares as a class and, in addition, the following express terms
    applicable to all 8 3/8% Class C Preferred Shares as a series of Class C
    Shares:

                  (a) The annual dividend rate of the 8 3/8% Class C Preferred
         Shares shall be 8 3/8% of the liquidation preference of $250.00 per
         share.

                  (b) Dividends on the 8 3/8% Class C Preferred Shares shall be
         payable, if declared, quarterly on or about the fifteenth day of March,
         June, September, and December each year, the first quarterly dividend
         being payable, if declared, on September 15, 1998. The dividends
         payable for each full quarterly dividend period on each 8 3/8% Class C
         Preferred Share shall be $5.234375.

                  Dividends for the initial dividend period on the 8 3/8% Class
         C Preferred Shares, or for any period shorter or longer than a full
         dividend period on the 8 3/8% Class C Preferred Shares, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of
         8 3/8% Class C Preferred Shares shall be rounded to the nearest
         one-hundredth of one cent with $.00005 being rounded upward. Each
         dividend shall be payable to the holders of record on such record date,
         no less than 10 nor more than 30 days preceding the payment date
         thereof, as shall be fixed from time to time by the Corporation's Board
         of Directors.

                  (c) Dividends on 8 3/8% Class C Preferred Shares shall be
         cumulative as follows:

                      (1) With respect to shares included in the initial issue
         of 8 3/8% Class C Preferred Shares and shares issued any time
         thereafter up to and including the record date for the payment of the
         first dividend on the initial issue of 8 3/8% Class C Preferred Shares,
         dividends shall be cumulative from the date of the initial issue of
         8 3/8% Class C Preferred Shares; and

                      (2) With respect to shares issued any time after the
         aforesaid record date, dividends shall be cumulative from the dividend
         payment date next preceding the date of issue of such shares, except
         that if such shares are issued during the period commencing the day
         after the record date for the payment of a dividend on 8 3/8% Class C
         Preferred Shares and ending on the payment date of that dividend,
         dividends with respect to such shares shall be cumulative from that
         dividend payment date.

                  (d) Except as required to preserve the Corporation's status as
         a real estate investment trust under the Internal Revenue Code of 1986,
         as amended, the 8 3/8% Class C Preferred Shares may not be redeemed
         prior to July 7, 2003. At any time or from time to time on and after
         July 7, 2003 the Corporation, at its option upon not less than thirty
         (30) nor more than sixty (60) days' written notice, may redeem all or
         any part of the 8 3/8% Class C Preferred Shares at a redemption price
         of $250.00 per share plus, in each case, an amount equal to all
         dividends accrued and


                                       29


         unpaid thereon to the redemption date, without interest. The redemption
         price (other than the portion thereof consisting of accrued and unpaid
         dividends) is payable solely out of the sale proceeds of other capital
         shares of the Corporation, which may include any equity securities
         (including common shares and preferred shares), shares, interests,
         participation or other ownership interests (however designated) and any
         rights (other than debt securities convertible into or exchangeable for
         equity securities), or options to purchase any of the foregoing.

                  (e) The amount payable per 8 3/8% Class C Preferred Share in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation shall be $250.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

                  (f) All dividend payments made on the 8 3/8% Class C Preferred
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such 8 3/8% Class C Preferred Shares for any
         dividend period, shall, for the purposes of Section 5(b)(1) of this
         Division A-III, be deemed to be made in respect of the earliest
         dividend period with respect to which the Corporation is in default.

   IV.   The Class D Cumulative Preferred Shares. The Class D Shares shall have
the following express terms:

         Section 1. Series. The Class D Shares may be issued from time to time
   in one or more series. All Class D Shares shall be of equal rank and shall be
   identical, except in respect of the matters that may be fixed by the Board of
   Directors as hereinafter provided, and each share of a series shall be
   identical with all other shares of such series, except as to the dates from
   which dividends shall accrue and be cumulative. All Class D Shares shall rank
   on a parity with the Class A Shares, Class B Shares, Class C Shares, Class E
   Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class
   J Shares, Class K Shares and Noncumulative Shares and shall be identical to
   all Class A Shares, Class B Shares, Class C Shares, Class E Shares, Class F
   Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class
   K Shares and Noncumulative Shares except (1) in respect of the matters that
   may be fixed by the Board of Directors as provided in clauses (a) through
   (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares
   shall be cumulative as set forth herein. Subject to the provisions of
   Sections 2 through 5, both inclusive, and Item XIII of this Division, which
   provisions shall apply to all Class D Shares, the Board of Directors hereby
   is authorized to cause such shares to be issued in one or more series and,
   with respect to each such series to determine and fix prior to the issuance
   thereof (and thereafter, to the extent provided in clause (b) of this
   Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the


                                       30


         series) increase or decrease from time to time before or after the
         issuance thereof (but not below the number of shares thereof then
         outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item IV) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class D Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class D Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class D Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for


                                       31


         the dividend periods terminating on the same or any earlier date,
         ratably in proportion to the respective annual dividend rates fixed
         therefor, shall have been paid upon or declared or set apart for all
         Class D Shares of all series then issued and outstanding and entitled
         to receive such dividend and (ii) the dividends payable for the
         dividend periods terminating on the same or any earlier date (but, with
         respect to Noncumulative Shares, only with respect to the then current
         dividend period), ratably in proportion to the respective dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class A Shares, Class B Shares, Class C Shares, Class E
         Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares,
         Class J Shares, Class K Shares and Noncumulative Shares then issued and
         outstanding and entitled to receive such dividends.

                  (b) So long as any Class D Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class D Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class D Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         D Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class D Shares
         received by the Corporation subsequent to the date of first issuance of
         Class D Shares of any series, unless:

                  (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item IV.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class D Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as


                                       32


         amended, with respect to any other class or series of capital stock
         hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class D Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class D Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class D
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item IV; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class D Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item IV; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class D Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item IV prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class D Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class D Shares so to be redeemed amounts
         equal to the redemption price of the Class D Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or



                                       33


         claim against the Corporation with respect to such shares, except only
         the right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class D Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class D Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Class D Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class D Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class D Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class D Shares, unless
         all dividends on all Class D Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class D Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class D Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item IV, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are



                                       34


         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class D Shares of the
         full preferential amounts as aforesaid, the holders of Class D Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class D Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class D Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class D
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class E Shares, Class F Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class D Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class D Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class D Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class D Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class D
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class D Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class D
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of


                                       35


         such holders for the purpose of electing such directors shall be called
         by the Secretary of the Corporation upon written request of, or may be
         called by, the holders of record of at least 10% of the Class D Shares
         upon which such default in the payment of dividends exists and notice
         thereof shall be given in the same manner as that required for the
         annual meeting of shareholders; provided, however, that the Corporation
         shall not be required to call such special meeting if the annual
         meeting of shareholders shall be called to be held within 90 days after
         the date of receipt of the foregoing written request from the holders
         of Class D Shares. At any meeting at which such holders of Class D
         Shares shall be entitled to elect directors, holders of 50% of such
         Class D Shares, present in person or by proxy, shall be sufficient to
         constitute a quorum, and the vote of the holders of a majority of such
         shares so present at any such meeting at which there shall be such a
         quorum shall be sufficient to elect the members of the Board of
         Directors which such holders of Class D Shares are entitled to elect as
         herein provided. Notwithstanding any provision of these Amended and
         Restated Articles of Incorporation, as amended, or the Code of
         Regulations of the Corporation or any action taken by the holders of
         any class of shares fixing the number of directors of the Corporation,
         the two directors who may be elected by such holders of Class D Shares
         pursuant to this Subsection shall serve in addition to any other
         directors then in office or proposed to be elected otherwise than
         pursuant to this Subsection. Nothing in this Subsection shall prevent
         any change otherwise permitted in the total number of or
         classifications of directors of the Corporation or require the
         resignation of any director elected otherwise than pursuant to this
         Subsection. Notwithstanding any classification of the other directors
         of the Corporation, the two directors elected by such holders of Class
         D Shares shall be elected annually for terms expiring at the next
         succeeding annual meeting of shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class D Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class D Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class D Shares and of
         all such other shares then entitled so to vote,


                                       36


         voting as a class, shall elect such directors. If the holders of any
         such other shares have elected such directors prior to the happening of
         the default or event permitting the holders of Class D Shares to elect
         directors, or prior to a written request for the holding of a special
         meeting being received by the Secretary of the Corporation as required
         above, then a new election shall be held with all such other shares and
         the Class D Shares voting together as a single class for such
         directors, resulting in the termination of the term of such previously
         elected directors upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class D Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class D Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class D Shares or of any shares ranking on a
         parity with or junior to the Class D Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class D Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class D Shares.

                  (e) In the event, and only to the extent, that (1) Class D
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class D Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class D Shares or of any shares ranking on a parity with or junior to
         the Class D Shares nor the


                                       37


         Amendment of the provisions of the Code of Regulations so as to change
         the number or classification of directors of the Corporation shall be
         deemed to affect adversely and materially the preferences or voting or
         other rights of the holders of such series.

         Section 6. 8.68% Class D Cumulative Redeemable Preferred Shares. Of the
750,000 authorized Class D Shares, 230,000 shares are designated as a series
entitled "8.68% Class D Cumulative Redeemable Preferred Shares" (hereinafter
called "8.68% Class D Preferred Shares"). The 8.68% Class D Preferred Shares
shall have the express terms set forth in this Division as being applicable to
all Class D Shares as a class and, in addition, the following express terms
applicable to all 8.68% Class D Preferred Shares as a series of Class D Shares:

                  (a) The annual dividend rate of the 8.68% Class D Preferred
         Shares shall be 8.68% of the liquidation preference of $250.00 per
         share.

                  (b) Dividends on the 8.68% Class D Preferred Shares shall be
         payable, if declared, quarterly on or about the fifteenth day of March,
         June, September, and December each year, the first quarterly dividend
         being payable, if declared, on December 15, 1998. The dividends payable
         for each full quarterly dividend period on each 8.68% Class D Preferred
         Share shall be $5.425.

                  Dividends for the initial dividend period on the 8.68% Class D
         Preferred Shares, or for any period shorter or longer than a full
         dividend period on the 8.68% Class D Preferred Shares, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of
         8.68% Class D Preferred Shares shall be rounded to the nearest
         one-hundredth of one cent with $.00005 being rounded upward. Each
         dividend shall be payable to the holders of record on such record date,
         no less than 10 nor more than 30 days preceding the payment date
         thereof, as shall be fixed from time to time by the Corporation's Board
         of Directors.

                  (c) Dividends on 8.68% Class D Preferred Shares shall be
         cumulative as follows:

                      (1) With respect to shares included in the initial issue
         of 8.68% Class D Preferred Shares and shares issued any time thereafter
         up to and including the record date for the payment of the first
         dividend on the initial issue of 8.68% Class D Preferred Shares,
         dividends shall be cumulative from the date of the initial issue of
         8.68% Class D Preferred Shares; and

                      (2) With respect to shares issued any time after the
         aforesaid record date, dividends shall be cumulative from the dividend
         payment date next preceding the date of issue of such shares, except
         that if such shares are issued during the period commencing the day
         after the record date for the payment of a dividend on 8.68 % Class D
         Preferred Shares and ending on the payment date of


                                       38


         that dividend, dividends with respect to such shares shall be
         cumulative from that dividend payment date.

                  (d) Except as required to preserve the Corporation's status as
         a real estate investment trust under the Internal Revenue Code of 1986,
         as amended, the 8.68% Class D Preferred Shares may not be redeemed
         prior to August 20, 2003. At any time or from time to time on and after
         August 20, 2003 the Corporation, at its option upon not less than
         thirty (30) nor more than sixty (60) days' written notice, may redeem
         all or any part of the 8.68% Class D Preferred Shares at a redemption
         price of $250.00 per share plus, in each case, an amount equal to all
         dividends accrued and unpaid thereon to the redemption date, without
         interest. The redemption price (other than the portion thereof
         consisting of accrued and unpaid dividends) is payable solely out of
         the sale proceeds of other capital shares of the Corporation, which may
         include any equity securities (including common shares and preferred
         shares), shares, interests, participation or other ownership interests
         (however designated) and any rights (other than debt securities
         convertible into or exchangeable for equity securities), or options to
         purchase any of the foregoing.

                  (e) The amount payable per 8.68% Class D Preferred Share in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation shall be $250.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

                  (f) All dividend payments made on the 8.68% Class D Preferred
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such 8.68% Class D Preferred Shares for any
         dividend period, shall, for the purposes of Section 5(b)(1) of this
         Division A-IV, be deemed to be made in respect of the earliest dividend
         period with respect to which the Corporation is in default.

    V.   The Class E Cumulative Preferred Shares. The Class E Shares shall have
the following express terms:

         Section 1. Series. The Class E Shares may be issued from time to time
    in one or more series. All Class E Shares shall be of equal rank and shall
    be identical, except in respect of the matters that may be fixed by the
    Board of Directors as hereinafter provided, and each share of a series shall
    be identical with all other shares of such series, except as to the dates
    from which dividends shall accrue and be cumulative. All Class E Shares
    shall rank on a parity with the Class A Shares, Class B Shares, Class C
    Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares,
    Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and
    shall be identical to all Class A Shares, Class B Shares, Class C Shares,
    Class D Shares, Class F Shares, Class G Shares, Class H Shares, Class I
    Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)
    in respect of the matters that may be fixed by the Board of Directors as
    provided in clauses (a) through (i), inclusive, of this Section 1 and (2)
    only dividends on Cumulative Shares shall be cumulative as set forth herein.
    Subject to the provisions of Sections 2 through 5, both inclusive, and Item
    XIII of this Division, which provisions shall apply to


                                       39


    all Class E Shares, the Board of Directors hereby is authorized to cause
    such shares to be issued in one or more series and, with respect to each
    such series to determine and fix prior to the issuance thereof (and
    thereafter, to the extent provided in clause (b) of this Section), the
    following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item V) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.


                                       40


         Section 2. Dividends.

                  (a) The holders of Class E Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class E Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class E Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class E Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class F Shares, Class G Shares, Class H Shares, Class I
         Shares, Class J Shares, Class K Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Class E Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class E Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class E Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         E Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class E Shares
         received by the Corporation subsequent to the date of first issuance of
         Class E Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund


                                       41


         provided for shares of such series in accordance with the provisions of
         Section 1 of this Item V.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class E Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class E Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class E Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class E
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item V; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class E Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item V; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class E Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item V prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the


                                       42


         aggregate redemption price of Class E Shares to be redeemed, together
         with accrued and unpaid dividends thereon to the redemption date, with
         any bank or trust company in Cleveland, Ohio, or New York, New York,
         having capital and surplus of not less than $100,000,000 named in such
         notice and direct that there be paid to the respective holders of the
         Class E Shares so to be redeemed amounts equal to the redemption price
         of the Class E Shares so to be redeemed, together with such accrued and
         unpaid dividends thereon, on surrender of the share certificate or
         certificates held by such holders; and upon the deposit of such notice
         in the mail and the making of such deposit of money with such bank or
         trust company, such holders shall cease to be shareholders with respect
         to such shares; and from and after the time such notice shall have been
         so deposited and such deposit of money shall have been so made, such
         holders shall have no rights or claim against the Corporation with
         respect to such shares, except only the right to receive such money
         from such bank or trust company without interest or to exercise before
         the redemption date any unexpired privileges of conversion. In the
         event less than all of the outstanding Class E Shares are to be
         redeemed, the Corporation shall select by lot the shares so to be
         redeemed in such manner as shall be prescribed by the Board of
         Directors.

                      (2) If the holders of Class E Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Class E Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class E Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class E Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class E Shares, unless
         all dividends on all Class E Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.


                                       43


         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class E Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class E Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item V, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class E Shares of the
         full preferential amounts as aforesaid, the holders of Class E Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class E Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class E Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class E
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class F Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class E Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class E Shares are present in person or by proxy;
         and provided


                                       44


         further that the special class voting rights provided for in this
         paragraph when the same shall have become vested shall remain so vested
         until all accrued and unpaid dividends on such Class E Shares then
         outstanding shall have been paid or declared and a sum sufficient for
         the payment thereof set aside for payment, whereupon the holders of
         such Class E Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class E
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class E Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class E
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class E Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class E
         Shares. At any meeting at which such holders of Class E Shares shall be
         entitled to elect directors, holders of 50% of such Class E Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class E Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class E Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class E Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class E Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,



                                       45


         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class E Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class F Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class E Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class E Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class E
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class E Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class E Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class E Shares or of any shares ranking on a
         parity with or junior to the Class E Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class E Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class E Shares.


                                       46


                  (e) In the event, and only to the extent, that (1) Class E
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class E Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class E Shares or of any shares ranking on a parity with or junior to
         the Class E Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

         Section 6. Class E Series I Cumulative Preferred Shares.

                  (a) DESIGNATION AND AMOUNT. Of the 750,000 authorized Class E
         Cumulative Preferred Shares, without par value, 750,000 are designated
         as a series designated as "Class E Series I Cumulative Preferred
         Shares" (the "Series I Preferred Shares"). The Series I Preferred
         Shares have the express terms set forth in this Division as being
         applicable to all Preferred Shares as a class and, in addition, the
         following express terms applicable to all Series I Preferred Shares as
         a series of Preferred Shares. The number of Series I Preferred Shares
         may be increased or decreased by resolution of the Board of Directors
         and by the filing of a certificate of amendment pursuant to the
         provisions of the General Corporation Law of the State of Ohio stating
         that such increase or reduction has been so authorized; however, no
         decrease shall reduce the number of Series I Preferred Shares to a
         number less than that of the Series I Preferred Shares then outstanding
         plus the number of Series I Preferred Shares issuable upon exercise of
         outstanding rights, options or warrants or upon conversion of
         outstanding securities issued by the Company.

                  (b) DIVIDENDS AND DISTRIBUTIONS.

                      (1) (i) Subject to the rights of the holders of any series
         of preferred shares (or any similar shares) ranking prior to the Series
         I Preferred Shares with respect to dividends, the holders of Series I
         Preferred Shares, in preference to the holders of Common Shares and of
         any other junior shares, will be entitled to receive, when, as and if
         declared by the Board of Directors out of funds legally available for
         the purpose, quarterly dividends payable in cash on the fifteenth day
         of March, June, September and December in each year (each such date
         being


                                       47


         referred to herein as a "Quarterly Dividend Payment Date"), commencing
         on the first Quarterly Dividend Payment Date after the first issuance
         of a Series I Preferred Share or fraction thereof, in an amount per
         share (rounded to the nearest cent) equal to the greater of (a) $10.00
         or (b) subject to the provisions for adjustment hereinafter set forth,
         10,000 times the aggregate per share amount of all cash dividends, and
         10,000 times the aggregate per share amount (payable in kind) of all
         noncash dividends or other distributions other than a dividend payable
         in Common Shares or a subdivision of the outstanding Common Shares (by
         reclassification or otherwise), declared on the Common Shares after the
         immediately preceding Quarterly Dividend Payment Date, or, with respect
         to the first Quarterly Dividend Payment Date, after the first issuance
         of any Series I Preferred Share or fraction thereof. The multiple of
         cash and noncash dividends declared on the Common Shares to which
         holders of the Series I Preferred Shares are entitled, which is 10,000
         initially but which will be adjusted from time to time as hereinafter
         provided, is hereinafter referred to as the "Dividend Multiple." If the
         Company at any time after May 26, 1999 (the "Rights Declaration Date"):
         (i) declares or pays any dividend on the Common Shares payable in
         Common Shares, or (ii) effects a subdivision or combination or
         consolidation of the outstanding Common Shares (by reclassification or
         otherwise than by payment of a dividend in Common Shares) into a
         greater or lesser number of Common Shares, then in each such case the
         Dividend Multiple thereafter applicable to the determination of the
         amount of dividends that holders of Series I Preferred Shares are
         entitled to receive will be the Dividend Multiple applicable
         immediately prior to that event multiplied by a fraction, the numerator
         of which is the number of Common Shares outstanding immediately after
         that event and the denominator of which is the number of Common Shares
         that were outstanding immediately prior to that event.

                                    (ii) Notwithstanding anything else contained
                           in this paragraph (1), the Company shall, out of
                           funds legally available for that purpose, declare a
                           dividend or distribution on the Series I Preferred
                           Shares as provided in this paragraph (1) immediately
                           after it declares a dividend or distribution on the
                           Common Shares (other than a dividend payable in
                           Common Shares); but if no dividend or distribution
                           has been declared on the Common Shares during the
                           period between any Quarterly Dividend Payment Date
                           and the next subsequent Quarterly Dividend Payment
                           Date, a dividend of $10.00 per share on the Series I
                           Preferred Shares shall nevertheless accrue on such
                           subsequent Quarterly Dividend Payment Date.

                      (2) Dividends will begin to accrue and be cumulative on
         outstanding Series I Preferred Shares from the Quarterly Dividend
         Payment Date next preceding the date of issue of such Series I
         Preferred Shares, unless the date of issue of such shares is prior to
         the record date for the first Quarterly Dividend


                                       48


         Payment Date, in which case dividends on such shares will begin to
         accrue from the date of issue of such shares, or unless the date of
         issue is a Quarterly Dividend Payment Date or is a date after the
         record date for the determination of holders of Series I Preferred
         Shares entitled to receive a quarterly dividend and before such
         Quarterly Dividend Payment Date, in either of which events such
         dividends will begin to accrue and be cumulative from such Quarterly
         Dividend Payment Date. Accrued but unpaid dividends will not bear
         interest. Dividends paid on the Series I Preferred Shares in an amount
         less than the total amount of such dividends at the time accrued and
         payable on such shares will be allocated pro rata on a share-by-share
         basis among all such shares at the time outstanding. The Board of
         Directors may fix in accordance with applicable law a record date for
         the determination of holders of Series I Preferred Shares entitled to
         receive payment of a dividend or distribution declared thereon, which
         record date will be not more than such number of days prior to the date
         fixed for the payment thereof as may be allowed by applicable law.

                  (c) REACQUIRED SHARES. Any Series I Preferred Shares purchased
         or otherwise acquired by the Company in any manner whatsoever will be
         retired and canceled promptly after the acquisition thereof. All such
         shares will upon their cancellation become authorized but unissued
         preferred shares and may be reissued as part of a new series of
         Preferred Shares to be created by resolution or resolutions of the
         Board of Directors, subject to the conditions and restrictions on
         issuance set forth herein.

                  (d) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
         liquidation (voluntary or otherwise), dissolution or winding up of the
         Company, no distribution may be made (x) to the holders of shares
         ranking junior (either as to dividends or upon liquidation, dissolution
         or winding up) to the Series I Preferred Shares unless, prior thereto,
         the holders of Series I Preferred Shares shall have received an amount
         equal to accrued and unpaid dividends and distributions thereon,
         whether or not declared, to the date of such payment, plus an amount
         equal to the greater of (1) $10,000.00 per share or (2) an aggregate
         amount per share, subject to the provision for adjustment hereinafter
         set forth, equal to 10,000 times the aggregate amount to be distributed
         per share to holders of Common Shares, or (y) to the holders of shares
         ranking on a parity (either as to dividends or upon liquidation,
         dissolution or winding up) with the Series I Preferred Shares, except
         distributions made ratably on the Series I Preferred Shares and all
         other such parity stock in proportion to the total amounts to which the
         holders of all such shares are entitled upon such liquidation,
         dissolution or winding up. If the Company at any time after the Rights
         Declaration Date (i) declares or pays any dividend on Common Shares
         payable in Common Shares, or (ii) effects a subdivision or combination
         or consolidation of the outstanding Common Shares (by reclassification
         or otherwise than by payment of a dividend in Common Shares) into a
         greater or lesser number of Common Shares, then in each such case the
         aggregate amount per share to which holders of Series I Preferred
         Shares were entitled immediately prior to such event under clause (x)
         of the preceding sentence will be adjusted by multiplying such amount
         by a fraction, the numerator of which is the number of Common Shares
         outstanding immediately after such


                                       49


         event and the denominator of which is the number of Common Shares that
         were outstanding immediately prior to such event.

                  Neither the consolidation of nor merging of the Company with
         or into any other corporation or corporations, nor the sale or other
         transfer of all or substantially all of the assets of the Company, will
         be considered to be a liquidation, dissolution or winding up of the
         Company within the meaning of this paragraph (d).

                  (e) CONSOLIDATION, MERGER, ETC. If the Company shall enter
         into any consolidation, merger, combination or other transaction in
         which the Common Shares are exchanged for or changed into other shares,
         stock or securities, cash or any other property, then in any such case
         the Series I Preferred Shares will at the same time be similarly
         exchanged or changed in an amount per share (subject to the provision
         for adjustment hereinafter set forth) equal to 10,000 times the
         aggregate amount of shares, stock, securities, or other property, as
         the case may be, into which or for which each Common Share is changed
         or exchanged, plus accrued and unpaid dividends, if any, payable with
         respect to the Series I Preferred Shares. If the Company at any time
         after the Rights Declaration Date (i) declares or pays any dividend on
         Common Shares payable in Common Shares, or (ii) effects a subdivision
         or combination or consolidation of the outstanding Common Shares (by
         reclassification or otherwise than by payment of a dividend in Common
         Shares) into a greater or lesser number of Common Shares, then in each
         such case the amount set forth in the preceding sentence with respect
         to the exchange or change of Series I Preferred Shares will be adjusted
         by multiplying such amount by a fraction, the numerator of which is the
         number of Common Shares outstanding immediately after such event and
         the denominator of which is the number of Common Shares that were
         outstanding immediately prior to such event.

                  (f) REDEMPTION. The Series I Preferred Shares are not
         redeemable, but the foregoing does not limit the ability of the Company
         to purchase or otherwise deal in the Series I Preferred Shares to the
         extent otherwise permitted hereby and by law.

                  (g) AMENDMENT. The Amended and Restated Articles of
         Incorporation of the Company, as amended, may not be amended in any
         manner that would materially alter or change the powers, preferences or
         special rights of the Series I Preferred Shares so as to affect them
         adversely without the affirmative vote of the holders of at least
         two-thirds of the outstanding Series I Preferred Shares, voting
         separately as a class.

                  (h) FRACTIONAL SHARES. Series I Preferred Shares may be issued
         in whole shares or in any fraction of a share that is one
         ten-thousandth (1/10,000th) of a share or any integral multiple of such
         fraction, which will entitle the holder, in proportion to such holder's
         fractional shares, to exercise voting rights, receive dividends,
         participate in distributions and have the benefit of all other rights
         of


                                       50


         holders of Series I Preferred Shares. In lieu of fractional shares, the
         Company may elect to make a cash payment as provided in that certain
         Rights Agreement dated as of May 26, 1999, between the Company and
         National City Bank, a national banking association, as rights agent,
         for fractions of a share smaller than one ten-thousandth (1/10,000th)
         of a share or any integral multiple thereof.

    VI.  The Class F Cumulative Preferred Shares. The Class F Shares shall have
the following express terms:

         Section 1. Series. The Class F Shares may be issued from time to time
    in one or more series. All Class F Shares shall be of equal rank and shall
    be identical, except in respect of the matters that may be fixed by the
    Board of Directors as hereinafter provided, and each share of a series shall
    be identical with all other shares of such series, except as to the dates
    from which dividends shall accrue and be cumulative. All Class F Shares
    shall rank on a parity with the Class A Shares, Class B Shares, Class C
    Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares,
    Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares and
    shall be identical to all Class A Shares, Class B Shares, Class C Shares,
    Class D Shares, Class E Shares, Class G Shares, Class H Shares, Class I
    Shares, Class J Shares, Class K Shares and Noncumulative Shares except (1)
    in respect of the matters that may be fixed by the Board of Directors as
    provided in clauses (a) through (i), inclusive, of this Section 1 and (2)
    only dividends on Cumulative Shares shall be cumulative as set forth herein.
    Subject to the provisions of Sections 2 through 5, both inclusive, and Item
    XIII of this Division, which provisions shall apply to all Class F Shares,
    the Board of Directors hereby is authorized to cause such shares to be
    issued in one or more series and, with respect to each such series to
    determine and fix prior to the issuance thereof (and thereafter, to the
    extent provided in clause (b) of this Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;


                                       51


                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item VI) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class F Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class F Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class F Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class F Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class E Shares, Class G Shares, Class H Shares, Class I
         Shares, Class J Shares, Class K Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.


                                       52


                  (b) So long as any Class F Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class F Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class F Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         F Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class F Shares
         received by the Corporation subsequent to the date of first issuance of
         Class F Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item VI.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class F Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class F Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class F Shares for the year bears
         to the Total Dividends.


                                       53


         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class F
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item VI; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class F Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item VI; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class F Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item VI prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class F Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class F Shares so to be redeemed amounts
         equal to the redemption price of the Class F Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class F Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class F Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.


                                       54


                  (c) Any Class F Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class F Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class F Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class F Shares, unless
         all dividends on all Class F Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class F Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class F Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item VI, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class F Shares of the
         full preferential amounts as aforesaid, the holders of Class F Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.


                                       55


         Section 5. Voting.

                  (a) The holders of Class F Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class F Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class F
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class G
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class F Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class F Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class F Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class F Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class F
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class F Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class F
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class F Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class F
         Shares. At any meeting at which such holders of Class F Shares shall be
         entitled to elect directors, holders of 50% of such Class F Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class F Shares are entitled to elect as herein provided.



                                       56


         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class F Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class F Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class F Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class F Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class G Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class F Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class F Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class F
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class F Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:


                                       57


                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class F Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class F Shares or of any shares ranking on a
         parity with or junior to the Class F Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class F Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class F Shares.

                  (e) In the event, and only to the extent, that (1) Class F
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class F Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class F Shares or of any shares ranking on a parity with or junior to
         the Class F Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

                  SECTION 6. 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED
SHARES. Of the 750,000 authorized Class F Shares, 690,000 shares are designated
as a series entitled "8.60% Class F Cumulative Redeemable Preferred Shares"
(hereinafter called "8.60% Class F Preferred Shares"). The 8.60% Class F
Preferred Shares shall have the express terms set forth in this Division as
being applicable to all Class F Shares as a class and, in addition, the
following express terms applicable to all 8.60% Class F Preferred Shares as a
series of Class F Shares:

         (a) The annual dividend rate of the 8.60% Class F Preferred Shares
         shall be 8.60% of the liquidation preference of $250.00 per share.

         (b) Dividends on the 8.60% Class F Preferred Shares shall be payable,
         if declared, quarterly on or about the fifteenth day of March, June,
         September, and December each year, the first quarterly dividend being
         payable, if declared, on June 15, 2002. The dividends payable for each
         full quarterly dividend period on each 8.60% Class F Preferred Shares
         shall be $0.5375.

                  Dividends for the initial dividend period on the 8.60% Class F
                  Preferred Shares, or for any period shorter or longer than a
                  full dividend period on the 8.60% Class F Preferred Shares,
                  shall be computed on the basis of a 360-day year consisting of
                  twelve 30-day months. The aggregate dividend payable quarterly
                  to each holder of 8.60% Class F Preferred Shares shall be
                  rounded to the nearest one one-hundredth of one cent with
                  $.00005 being rounded upward. Each dividend shall be payable
                  to the holders of record on such record date, no less than 10
                  nor more than 30 days preceding the payment date thereof, as
                  shall be fixed from time to time by the Corporation's Board of
                  Directors.

         (c) Dividends on 8.60% Class F Preferred Shares shall be cumulative as
         follows:

                  (1) With respect to shares included in the initial issue of
                  8.60% Class F Preferred Shares and shares issued any time
                  thereafter up to and including the record date for the payment
                  of the first dividend on the initial issue of 8.60% Class F
                  Preferred Shares, dividends shall be cumulative from the date
                  of the initial issue of 8.60% Class F Preferred Shares; and

                  (2) With respect to shares issued any time after the aforesaid
                  record date, dividends shall be cumulative from the dividend
                  payment date next preceding the date of issue of such shares,
                  except that if such shares are issued during the period
                  commencing the day after the record date for the payment of a
                  dividend on 8.60% Class F Preferred Shares and ending on the
                  payment date of that dividend, dividends with respect to such
                  shares shall be cumulative from that dividend payment date.

         (d) Except as required to preserve the Corporation's status as a real
         estate investment trust under the Internal Revenue Code of 1986, as
         amended, the 8.60% Class F Preferred Shares may not be redeemed prior
         to March 27, 2007. At any time or from time to time on and after March
         27, 2007 the Corporation, at its option upon not less than thirty (30)
         nor more than sixty (60) days' written notice, may redeem all or any
         part of the 8.60% Class F Preferred Shares at a redemption price of
         $250.00 per share plus, in each case, an amount equal to all dividends
         accrued and unpaid thereon to the redemption date, without interest.
         The redemption price (other than the portion thereof consisting of
         accrued and unpaid dividends) is payable solely out of the sale
         proceeds of other capital shares of the Corporation, which may include
         any equity securities (including common shares and preferred shares),
         shares, interests, participation or other ownership interests (however
         designated) and any rights (other than debt securities convertible into
         or exchangeable for equity securities), or options to purchase any of
         the foregoing.

         (e) The amount payable per 8.60% Class F Preferred Share in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation shall be $250.00, plus an amount
         equal to all dividends accrued and unpaid thereon to the date of
         payment.

         (f) All dividend payments made on the 8.60% Class F Preferred Shares,
         at any time during which the Corporation is in default in the payment
         of dividends on such 8.60% Class F Preferred Shares for any dividend
         period, shall, for the purposes of Section 5(b)(1) of this Division
         A-VI, be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

   VII.  The Class G Cumulative Preferred Shares. The Class G Shares shall
have the following express terms:

         Section 1. Series. The Class G Shares may be issued from time to time
    in one or more series. All Class G Shares shall be of equal rank and shall
    be identical, except in respect of the matters that may be fixed by the
    Board of Directors as hereinafter provided, and each share of a series shall
    be identical with all other shares of such series, except as to the dates
    from which dividends shall accrue and be cumulative. All Class G Shares
    shall rank on a parity with the Class A Shares, Class B Shares, Class C
    Shares, Class D


                                       58


    Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares,
    Class J Shares, Class K Shares and Noncumulative Shares and shall be
    identical to all Class A Shares, Class B Shares, Class C Shares, Class D
    Shares, Class E Shares, Class F Shares, Class H Shares, Class I Shares,
    Class J Shares, Class K Shares and Noncumulative Shares except (1) in
    respect of the matters that may be fixed by the Board of Directors as
    provided in clauses (a) through (i), inclusive, of this Section 1 and (2)
    only dividends on Cumulative Shares shall be cumulative as set forth herein.
    Subject to the provisions of Sections 2 through 5, both inclusive, and Item
    XIII of this Division, which provisions shall apply to all Class G Shares,
    the Board of Directors hereby is authorized to cause such shares to be
    issued in one or more series and, with respect to each such series to
    determine and fix prior to the issuance thereof (and thereafter, to the
    extent provided in clause (b) of this Section) the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item VII) on the issuance of shares of the same
         series or of any other class or series.


                                       59


         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class G Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class G Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class G Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class G Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class E Shares, Class F Shares, Class H Shares, Class I
         Shares, Class J Shares, Class K Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Class G Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class G Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class G Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         G Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class G Shares
         received by the Corporation subsequent to the date of first issuance of
         Class G Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;


                                       60


                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item VII.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class G Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class G Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class G Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class G
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item VII; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class G Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item VII; and shall in each case
         pay all accrued and unpaid dividends to the redemption date.

                   (b)(1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class G Shares to be
         redeemed at their


                                       61


         respective addresses then appearing on the books of the Corporation,
         not less than 30 days nor more than 60 days prior to the date fixed for
         such redemption, or such other time prior thereto as the Board of
         Directors shall fix for any series pursuant to Section 1 of this Item
         VII prior to the issuance thereof. At any time after notice as provided
         above has been deposited in the mail, the Corporation may deposit the
         aggregate redemption price of Class G Shares to be redeemed, together
         with accrued and unpaid dividends thereon to the redemption date, with
         any bank or trust company in Cleveland, Ohio, or New York, New York,
         having capital and surplus of not less than $100,000,000 named in such
         notice and direct that there be paid to the respective holders of the
         Class G Shares so to be redeemed amounts equal to the redemption price
         of the Class G Shares so to be redeemed, together with such accrued and
         unpaid dividends thereon, on surrender of the share certificate or
         certificates held by such holders; and upon the deposit of such notice
         in the mail and the making of such deposit of money with such bank or
         trust company, such holders shall cease to be shareholders with respect
         to such shares; and from and after the time such notice shall have been
         so deposited and such deposit of money shall have been so made, such
         holders shall have no rights or claim against the Corporation with
         respect to such shares, except only the right to receive such money
         from such bank or trust company without interest or to exercise before
         the redemption date any unexpired privileges of conversion. In the
         event less than all of the outstanding Class G Shares are to be
         redeemed, the Corporation shall select by lot the shares so to be
         redeemed in such manner as shall be prescribed by the Board of
         Directors.

                      (2) If the holders of Class G Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Class G Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class G Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class G Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class G Shares, unless
         all dividends on all Class G Shares then outstanding for all previous
         and current dividend periods shall have been


                                       62


         declared and paid or funds therefor set apart and all accrued sinking
         fund obligations applicable thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class G Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class G Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item VII, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class G Shares of the
         full preferential amounts as aforesaid, the holders of Class G Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class G Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class G Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class G
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
         Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class G


                                       63


         Shares shall not exercise such special class voting rights except at
         meetings of such shareholders for the election of directors at which
         the holders of not less than 50% of such Class G Shares are present in
         person or by proxy; and provided further that the special class voting
         rights provided for in this paragraph when the same shall have become
         vested shall remain so vested until all accrued and unpaid dividends on
         such Class G Shares then outstanding shall have been paid or declared
         and a sum sufficient for the payment thereof set aside for payment,
         whereupon the holders of such Class G Shares shall be divested of their
         special class voting rights in respect of subsequent elections of
         directors, subject to the revesting of such special class voting rights
         in the event above specified in this paragraph. All dividend payments
         made on the Class G Shares, at any time during which the Corporation is
         in default in the payment of dividends on such Class G Shares for any
         dividend period, shall be deemed to be made in respect of the earliest
         dividend period with respect to which the Corporation is in default.

                  (2) In the event of default entitling holders of Class G
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class G Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class G
         Shares. At any meeting at which such holders of Class G Shares shall be
         entitled to elect directors, holders of 50% of such Class G Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class G Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class G Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class G Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                  (3) Upon any divesting of the special class voting rights of
         the holders of the Class G Shares in respect of elections of directors
         as provided in


                                       64


         this Subsection, the terms of office of all directors then in office
         elected by such holders shall terminate immediately thereupon. If the
         office of any director elected by such holders voting as a class
         becomes vacant by reason of death, resignation, removal from office or
         otherwise, the remaining director elected by such holders voting as a
         class may elect a successor who shall hold office for the unexpired
         term in respect of which such vacancy occurred.

                  (c) If at any time when the holders of Class G Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class H Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class G Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class G Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class G
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class G Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                  (1) Any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of the Amended and
         Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of Class G
         Shares which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class G Shares or of any shares ranking on a parity with or junior to
         the Class G Shares nor the amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         preferences or voting or other rights of the holders of Class G Shares;
         or


                                       65


                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class G Shares.

                  (e) In the event, and only to the extent, that (1) Class G
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class G Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class G Shares or of any shares ranking on a parity with or junior to
         the Class G Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

  VIII.  The Class H Cumulative Preferred Shares. The Class H Shares shall
have the following express terms:

         Section 1. Series. The Class H Shares may be issued from time to time
  in one or more series. All Class H Shares shall be of equal rank and shall be
  identical, except in respect of the matters that may be fixed by the Board of
  Directors as hereinafter provided, and each share of a series shall be
  identical with all other shares of such series, except as to the dates from
  which dividends shall accrue and be cumulative. All Class H Shares shall rank
  on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D
  Shares, Class E Shares, Class F Shares, Class G Shares, Class I Shares, Class
  J Shares, Class K Shares and Noncumulative Shares and shall be identical to
  all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
  Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares, Class
  K Shares and Noncumulative Shares except (1) in respect of the matters that
  may be fixed by the Board of Directors as provided in clauses (a) through (i),
  inclusive, of this Section 1 and (2) only dividends on Cumulative Shares shall
  be cumulative as set forth herein. Subject to the provisions of Sections 2
  through 5, both inclusive, and Item XIII of this Division, which provisions
  shall apply to all Class H Shares, the Board of Directors hereby is authorized
  to cause such shares to be issued in one or more series and, with respect to
  each such series to determine and fix prior to the issuance thereof (and
  thereafter, to the extent provided in clause (b) of this Section), the
  following:


                                       66


                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item VIII) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class H Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class H Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section


                                       67


         1 above and no more, payable on the dates fixed for such series. Such
         dividends shall accrue and be cumulative, in the case of shares of each
         particular series, from and after the date or dates fixed with respect
         to such series. No dividends shall be paid upon or declared or set
         apart for any series of the Class H Shares for any dividend period
         unless at the same time (i) a like proportionate dividend for the
         dividend periods terminating on the same or any earlier date, ratably
         in proportion to the respective annual dividend rates fixed therefor,
         shall have been paid upon or declared or set apart for all Class H
         Shares of all series then issued and outstanding and entitled to
         receive such dividend and (ii) the dividends payable for the dividend
         periods terminating on the same or any earlier date (but, with respect
         to Noncumulative Shares, only with respect to the then current dividend
         period), ratably in proportion to the respective dividend rates fixed
         therefor, shall have been paid upon or declared or set apart for all
         Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
         Shares, Class F Shares, Class G Shares, Class I Shares, Class J Shares,
         Class K Shares and Noncumulative Shares then issued and outstanding and
         entitled to receive such dividends.

                  (b) So long as any Class H Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class H Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class H Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         H Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class H Shares
         received by the Corporation subsequent to the date of first issuance of
         Class H Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item VIII.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class H Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or


                                       68


         otherwise, (ii) the conversion of Cumulative Shares or Noncumulative
         Shares into Common Shares, or (iii) the exercise by the Corporation of
         its rights pursuant to Item XIV(d) of this Division A, Section 4(d) of
         Division B or any similar Section hereafter contained in these Amended
         and Restated Articles of Incorporation, as amended, with respect to any
         other class or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class H Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class H Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class H
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item VIII; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class H Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item VIII; and shall in each case
         pay all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class H Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item VIII prior to the issuance thereof. At any time after
         notice as provided above has been deposited in the mail, the
         Corporation may deposit the aggregate redemption price of Class H
         Shares to be redeemed, together with accrued and unpaid dividends
         thereon to the redemption date, with any bank or trust company in
         Cleveland, Ohio, or New York, New York, having capital and surplus of
         not less than $100,000,000 named in such notice and direct that there
         be paid to the respective holders of the Class H Shares so to be
         redeemed amounts equal to the redemption price of the Class H Shares so
         to be redeemed, together with such accrued and unpaid dividends
         thereon, on surrender of the share certificate or certificates held by
         such holders; and upon the deposit


                                       69


         of such notice in the mail and the making of such deposit of money with
         such bank or trust company, such holders shall cease to be shareholders
         with respect to such shares; and from and after the time such notice
         shall have been so deposited and such deposit of money shall have been
         so made, such holders shall have no rights or claim against the
         Corporation with respect to such shares, except only the right to
         receive such money from such bank or trust company without interest or
         to exercise before the redemption date any unexpired privileges of
         conversion. In the event less than all of the outstanding Class H
         Shares are to be redeemed, the Corporation shall select by lot the
         shares so to be redeemed in such manner as shall be prescribed by the
         Board of Directors.

                      (2) If the holders of Class H Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Class H Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class H Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class H Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class H Shares, unless
         all dividends on all Class H Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class H Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class H Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item VIII, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to


                                       70


         such liquidation, dissolution or winding up of the affairs of the
         Corporation. In the event the net assets of the Corporation legally
         available therefor are insufficient to permit the payment upon all
         outstanding Cumulative Shares and Noncumulative Shares of the full
         preferential amount to which they are respectively entitled, then such
         net assets shall be distributed ratably upon all outstanding Cumulative
         Shares and Noncumulative Shares in proportion to the full preferential
         amount to which each such share is entitled.

                      (2) After payment to the holders of Class H Shares of the
         full preferential amounts as aforesaid, the holders of Class H Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class H Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class H Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class H
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
         Shares, Class G Shares, Class I Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class H Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class H Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class H Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class H Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class H
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such


                                       71


         Class H Shares for any dividend period, shall be deemed to be made in
         respect of the earliest dividend period with respect to which the
         Corporation is in default.

                      (2) In the event of default entitling holders of Class H
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class H Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class H
         Shares. At any meeting at which such holders of Class H Shares shall be
         entitled to elect directors, holders of 50% of such Class H Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class H Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class H Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class H Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class H Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class H Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class I Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of


                                       72


         any default in the payment of dividends thereon, then the voting rights
         of the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class H Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class H Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class H
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class H Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class H Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class H Shares or of any shares ranking on a
         parity with or junior to the Class H Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class H Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class H Shares.

                  (e) In the event, and only to the extent, that (1) Class H
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class H Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of


                                       73


         such series which are set forth in these Amended and Restated Articles
         of Incorporation, as amended; provided, however, neither the amendment
         of these Amended and Restated Articles of Incorporation, as amended, so
         as to authorize, create or change the authorized or outstanding number
         of Class H Shares or of any shares ranking on a parity with or junior
         to the Class H Shares nor the Amendment of the provisions of the Code
         of Regulations so as to change the number or classification of
         directors of the Corporation shall be deemed to affect adversely and
         materially the preferences or voting or other rights of the holders of
         such series.

   IX.   The Class I Cumulative Preferred Shares. The Class I Shares shall
have the following express terms:

         Section 1. Series. The Class I Shares may be issued from time to time
   in one or more series. All Class I Shares shall be of equal rank and shall be
   identical, except in respect of the matters that may be fixed by the Board of
   Directors as hereinafter provided, and each share of a series shall be
   identical with all other shares of such series, except as to the dates from
   which dividends shall accrue and be cumulative. All Class I Shares shall rank
   on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D
   Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
   J Shares, Class K Shares and Noncumulative Shares and shall be identical to
   all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
   Shares, Class F Shares, Class G Shares, Class H Shares, Class J Shares, Class
   K Shares and Noncumulative Shares except (1) in respect of the matters that
   may be fixed by the Board of Directors as provided in clauses (a) through
   (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares
   shall be cumulative as set forth herein. Subject to the provisions of
   Sections 2 through 5, both inclusive, and Item XIII of this Division, which
   provisions shall apply to all Class I Shares, the Board of Directors hereby
   is authorized to cause such shares to be issued in one or more series and,
   with respect to each such series to determine and fix prior to the issuance
   thereof (and thereafter, to the extent provided in clause (b) of this
   Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;


                                       74


                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item IX) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class I Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class I Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class I Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class I Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class E Shares, Class F Shares, Class G Shares, Class H
         Shares, Class J Shares, Class K Shares and


                                       75


         Noncumulative Shares then issued and outstanding and entitled to
         receive such dividends.

                  (b) So long as any Class I Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class I Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class I Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         I Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other shares of the Corporation ranking junior to the Class I Shares
         received by the Corporation subsequent to the date of first issuance of
         Class I Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item IX.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class I Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class I Shares shall


                                       76


         be the amount that the total dividends paid or made available to the
         holders of the Class I Shares for the year bears to the Total
         Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class I
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item IX; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class I Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item IX; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class I Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item IX prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class I Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class I Shares so to be redeemed amounts
         equal to the redemption price of the Class I Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class I Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class I Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon


                                       77


         demand, pay over to the Corporation such unclaimed amounts and
         thereupon such bank or trust company and the Corporation shall be
         relieved of all responsibility in respect thereof and to such holders.

                  (c) Any Class I Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class I Shares without
         serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class I Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class I Shares, unless
         all dividends on all Class I Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class I Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class I Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item IX, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class I Shares of the
         full preferential amounts as aforesaid, the holders of Class I Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or


                                       78


         conveyance of all or substantially all the assets of the Corporation
         shall not be deemed to be a dissolution, liquidation or winding up for
         the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class I Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class I Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class I
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
         Shares, Class G Shares, Class H Shares, Class J Shares, Class K Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class I Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class I Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class I Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class I Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class I
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class I Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class I
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class I Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class I
         Shares. At any meeting at which such holders of Class I Shares shall be
         entitled to elect directors, holders of 50% of such Class I Shares,
         present in person or by


                                       79


         proxy, shall be sufficient to constitute a quorum, and the vote of the
         holders of a majority of such shares so present at any such meeting at
         which there shall be such a quorum shall be sufficient to elect the
         members of the Board of Directors which such holders of Class I Shares
         are entitled to elect as herein provided. Notwithstanding any provision
         of these Amended and Restated Articles of Incorporation, as amended, or
         the Code of Regulations of the Corporation or any action taken by the
         holders of any class of shares fixing the number of directors of the
         Corporation, the two directors who may be elected by such holders of
         Class I Shares pursuant to this Subsection shall serve in addition to
         any other directors then in office or proposed to be elected otherwise
         than pursuant to this Subsection. Nothing in this Subsection shall
         prevent any change otherwise permitted in the total number of or
         classifications of directors of the Corporation or require the
         resignation of any director elected otherwise than pursuant to this
         Subsection. Notwithstanding any classification of the other directors
         of the Corporation, the two directors elected by such holders of Class
         I Shares shall be elected annually for terms expiring at the next
         succeeding annual meeting of shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class I Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class I Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class J Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class I Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class I Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class I
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.


                                       80


                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class I Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class I Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class I Shares or of any shares ranking on a
         parity with or junior to the Class I Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class I Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class I Shares.

                  (e) In the event, and only to the extent, that (1) Class I
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class I Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class I Shares or of any shares ranking on a parity with or junior to
         the Class I Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.



                                       81



   X.    The Class J Cumulative Preferred Shares. The Class J Shares shall
have the following express terms:

         Section 1. Series. The Class J Shares may be issued from time to time
   in one or more series. All Class J Shares shall be of equal rank and shall be
   identical, except in respect of the matters that may be fixed by the Board of
   Directors as hereinafter provided, and each share of a series shall be
   identical with all other shares of such series, except as to the dates from
   which dividends shall accrue and be cumulative. All Class J Shares shall rank
   on a parity with the Class A Shares, Class B Shares, Class C Shares, Class D
   Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class
   I Shares, Class K Shares and Noncumulative Shares and shall be identical to
   all Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
   Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class
   K Shares and Noncumulative Shares except (1) in respect of the matters that
   may be fixed by the Board of Directors as provided in clauses (a) through
   (i), inclusive, of this Section 1 and (2) only dividends on Cumulative Shares
   shall be cumulative as set forth herein. Subject to the provisions of
   Sections 2 through 5, both inclusive, and Item XIII of this Division, which
   provisions shall apply to all Class J Shares, the Board of Directors hereby
   is authorized to cause such shares to be issued in one or more series and,
   with respect to each such series to determine and fix prior to the issuance
   thereof (and thereafter, to the extent provided in clause (b) of this
   Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;


                                       82


                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item X) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class J Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class J Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class J Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class J Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class E Shares, Class F Shares, Class G Shares, Class H
         Shares, Class I Shares, Class K Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Class J Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class J Shares, shall be paid or declared or any
         distribution be made, except as aforesaid, in respect of the Common
         Shares or any other shares ranking junior to the Class J Shares, nor
         shall any Common Shares or any other shares ranking junior to the Class
         J Shares be purchased, retired or otherwise acquired by the
         Corporation, except out of the proceeds of the sale of Common Shares or
         other


                                       83


         shares of the Corporation ranking junior to the Class J Shares received
         by the Corporation subsequent to the date of first issuance of Class J
         Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item X.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class J Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class J Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class J Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class J
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item X; and


                                       84


                      (2) Shall, from time to time, make such redemptions of
         each series of Class J Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item X; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class J Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item X prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class J Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class J Shares so to be redeemed amounts
         equal to the redemption price of the Class J Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class J Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class J Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                      (c) Any Class J Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Class J Shares without
         serial designation.


                                       85


                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class J Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class J Shares, unless
         all dividends on all Class J Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class J Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class J Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item X, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class J Shares of the
         full preferential amounts as aforesaid, the holders of Class J Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Class J Shares shall have no voting rights,
         except as provided in this Section or required by law.

                      (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class J Shares at
         the time outstanding,


                                       86


         whether or not earned or declared, for a number of dividend payment
         periods, whether consecutive or not, which in the aggregate contain at
         least 540 days, all holders of such Class J Shares, voting separately
         as a class, together with all Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class K Shares and Noncumulative Shares
         upon which like voting rights have been conferred and are exercisable
         under the circumstances described in Subsection 5(c), shall be entitled
         to elect, as herein provided, a total of two members of the Board of
         Directors of the Corporation; provided, however, that the holders of
         such Class J Shares shall not exercise such special class voting rights
         except at meetings of such shareholders for the election of directors
         at which the holders of not less than 50% of such Class J Shares are
         present in person or by proxy; and provided further that the special
         class voting rights provided for in this paragraph when the same shall
         have become vested shall remain so vested until all accrued and unpaid
         dividends on such Class J Shares then outstanding shall have been paid
         or declared and a sum sufficient for the payment thereof set aside for
         payment, whereupon the holders of such Class J Shares shall be divested
         of their special class voting rights in respect of subsequent elections
         of directors, subject to the revesting of such special class voting
         rights in the event above specified in this paragraph. All dividend
         payments made on the Class J Shares, at any time during which the
         Corporation is in default in the payment of dividends on such Class J
         Shares for any dividend period, shall be deemed to be made in respect
         of the earliest dividend period with respect to which the Corporation
         is in default.

                  (2) In the event of default entitling holders of Class J
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class J Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class J
         Shares. At any meeting at which such holders of Class J Shares shall be
         entitled to elect directors, holders of 50% of such Class J Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class J Shares are entitled to elect as herein provided.
         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class J Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise


                                       87


         permitted in the total number of or classifications of directors of the
         Corporation or require the resignation of any director elected
         otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class J Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class J Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class J Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class K Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class J Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class J Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class J
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class J Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class J Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as



                                       88


         amended, so as to authorize, create or change the authorized or
         outstanding number of Class J Shares or of any shares ranking on a
         parity with or junior to the Class J Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class J Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class J Shares.

                  (e) In the event, and only to the extent, that (1) Class J
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class J Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class J Shares or of any shares ranking on a parity with or junior to
         the Class J Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

         Section 6. 9% Class J Cumulative Redeemable Preferred Shares. Of the
    750,000 authorized Class J Shares, 450,000 shares are designated as a series
    entitled "9% Class J Cumulative Redeemable Preferred Shares" (hereinafter
    called "9% Class J Preferred Shares"). The 9% Class J Preferred Share shall
    have the express terms set forth in this Division as being applicable to all
    Class J Preferred Shares as a class and, in addition, the following express
    terms applicable to all 9% Class J Preferred Shares as a series of Class J
    Shares:

                  (a) The annual dividend rate of the 9% Class J Preferred
         Shares shall be 9% of the liquidation preference of $250.00 per share.

                  (b) Dividends on the 9% Class J Preferred Shares shall be
         payable, if declared, quarterly on or about the fifteenth day of
         January, April, July and October. The dividends payable for each full
         quarterly dividend period on each 9% Class J Preferred Share shall be
         $5.625. Dividends for any period shorter or longer than a full dividend
         period on the 9% Class J Preferred Shares, shall be


                                       89


         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of 9%
         Class J Preferred Shares shall be rounded to the nearest one-hundredth
         of one cent with $.00005 being rounded upward. Each dividend shall be
         payable to the holders of record on such record date, no less than 10
         nor more than 30 days preceding the payment date thereof, as shall be
         fixed from time to time by the Corporation's Board of Directors.

                  (c) Dividends on 9% Class J Preferred Shares shall be
         cumulative as follows:

         (1) With respect to shares included in the initial issue of 9% Class J
    Preferred Shares and shares issued any time thereafter up to and including
    the record date for the payment of the first dividend on the initial issue
    of 9% Class J Preferred Shares, dividends shall be cumulative from the date
    of the initial issue of 9% Class J Preferred Shares; and

         (2) With respect to shares issued any time after the aforesaid record
    date, dividends shall be cumulative from the dividend payment date next
    preceding the date of issue of such shares, except that if such shares are
    issued during the period commencing the day after the record date for the
    payment of a dividend on 9% Class J Preferred Shares and ending on the
    payment date of that dividend, dividends with respect to such shares shall
    be cumulative from that dividend payment date.

                  (d) The Corporation may, at any time or from time to time on,
         at its option upon not less than thirty (30) nor more than sixty (60)
         days' written notice, may redeem all or any part of the 9% Class J
         Preferred Shares at a redemption price of $250.00 per share plus, in
         each case, an amount equal to all dividends accrued and unpaid thereon
         to the redemption date, without interest. The redemption price (other
         than the portion thereof consisting of accrued and unpaid dividends) is
         payable solely out of the sale proceeds of other capital shares of the
         Corporation, which may include any equity securities (including common
         shares and preferred shares), shares, interests, participation or other
         ownership interests (however designated) and any rights (other than
         debt securities convertible into or exchangeable for equity
         securities), or options to purchase any of the foregoing.

                  (e) The amount payable per 9% Class J Preferred Share in the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation shall be $250.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

                  (f) The affirmative vote of the holders of at least two-thirds
         of the Class J Preferred Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose, shall be necessary to effect the
         authorization, creation, increase in the authorized number of or
         issuance of any shares, or any security convertible into or


                                       90


         exchangeable for shares, in any such case ranking prior to such series
         of Class J Preferred Shares in dividends, distributions or rights upon
         liquidation, dissolution or winding up.

    XI.  The Class K Cumulative Preferred Shares. The Class K Shares shall
have the following express terms:

         Section 1. Series. The Class K Shares may be issued from time to time
    in one or more series. All Class K Shares shall be of equal rank and shall
    be identical, except in respect of the matters that may be fixed by the
    Board of Directors as hereinafter provided, and each share of a series shall
    be identical with all other shares of such series, except as to the dates
    from which dividends shall accrue and be cumulative. All Class K Shares
    shall rank on a parity with the Class A Shares, Class B Shares, Class C
    Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
    Class H Shares, Class I Shares, Class J Shares and Noncumulative Shares and
    shall be identical to all Class A Shares, Class B Shares, Class C Shares,
    Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H
    Shares, Class I Shares, Class J Shares and Noncumulative Shares except (1)
    in respect of the matters that may be fixed by the Board of Directors as
    provided in clauses (a) through (i), inclusive, of this Section 1 and (2)
    only dividends on Cumulative Shares shall be cumulative as set forth herein.
    Subject to the provisions of Sections 2 through 5, both inclusive, and Item
    XIII of this Division, which provisions shall apply to all Class K Shares,
    the Board of Directors hereby is authorized to cause such shares to be
    issued in one or more series and, with respect to each such series to
    determine and fix prior to the issuance thereof (and thereafter, to the
    extent provided in clause (b) of this Section), the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The date or dates from which dividends shall accrue and be
         cumulative and the dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;

                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;


                                       91


                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item XI) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), inclusive, of this Section and is authorized to take such actions
with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Class K Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Class K Shares, shall be entitled to
         receive out of any funds legally available therefor, and when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue and be cumulative, in the case of
         shares of each particular series, from and after the date or dates
         fixed with respect to such series. No dividends shall be paid upon or
         declared or set apart for any series of the Class K Shares for any
         dividend period unless at the same time (i) a like proportionate
         dividend for the dividend periods terminating on the same or any
         earlier date, ratably in proportion to the respective annual dividend
         rates fixed therefor, shall have been paid upon or declared or set
         apart for all Class K Shares of all series then issued and outstanding
         and entitled to receive such dividend and (ii) the dividends payable
         for the dividend periods terminating on the same or any earlier date
         (but, with respect to Noncumulative Shares, only with respect to the
         then current dividend period), ratably in proportion to the respective
         dividend rates fixed therefor, shall have been paid upon or declared or
         set apart for all Class A Shares, Class B Shares, Class C Shares, Class
         D Shares, Class E Shares, Class F Shares, Class G Shares, Class H
         Shares, Class I Shares, Class J Shares and Noncumulative Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Class K Shares shall be outstanding no
         dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Class K Shares, shall be paid or declared or any
         distribution be made, except as


                                       92


         aforesaid, in respect of the Common Shares or any other shares ranking
         junior to the Class K Shares, nor shall any Common Shares or any other
         shares ranking junior to the Class K Shares be purchased, retired or
         otherwise acquired by the Corporation, except out of the proceeds of
         the sale of Common Shares or other shares of the Corporation ranking
         junior to the Class K Shares received by the Corporation subsequent to
         the date of first issuance of Class K Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item XI.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Class K Shares shall be inapplicable to
         (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares, or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation, as amended, with respect to any other class
         or series of capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Class K Shares shall be the amount that the total dividends paid or
         made available to the holders of the Class K Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:


                                       93


                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of Class K
         Shares at the time outstanding at the applicable redemption price for
         such series fixed in accordance with the provisions of Section 1 of
         this Item XI; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Class K Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item XI; and shall in each case pay
         all accrued and unpaid dividends to the redemption date.

                  (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Class K Shares to be
         redeemed at their respective addresses then appearing on the books of
         the Corporation, not less than 30 days nor more than 60 days prior to
         the date fixed for such redemption, or such other time prior thereto as
         the Board of Directors shall fix for any series pursuant to Section 1
         of this Item XI prior to the issuance thereof. At any time after notice
         as provided above has been deposited in the mail, the Corporation may
         deposit the aggregate redemption price of Class K Shares to be
         redeemed, together with accrued and unpaid dividends thereon to the
         redemption date, with any bank or trust company in Cleveland, Ohio, or
         New York, New York, having capital and surplus of not less than
         $100,000,000 named in such notice and direct that there be paid to the
         respective holders of the Class K Shares so to be redeemed amounts
         equal to the redemption price of the Class K Shares so to be redeemed,
         together with such accrued and unpaid dividends thereon, on surrender
         of the share certificate or certificates held by such holders; and upon
         the deposit of such notice in the mail and the making of such deposit
         of money with such bank or trust company, such holders shall cease to
         be shareholders with respect to such shares; and from and after the
         time such notice shall have been so deposited and such deposit of money
         shall have been so made, such holders shall have no rights or claim
         against the Corporation with respect to such shares, except only the
         right to receive such money from such bank or trust company without
         interest or to exercise before the redemption date any unexpired
         privileges of conversion. In the event less than all of the outstanding
         Class K Shares are to be redeemed, the Corporation shall select by lot
         the shares so to be redeemed in such manner as shall be prescribed by
         the Board of Directors.

                      (2) If the holders of Class K Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Class K Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series,


                                       94


         (3) converted in accordance with the express terms thereof, or (4)
         otherwise acquired by the Corporation shall resume the status of
         authorized but unissued Class K Shares without serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) less than all of the
         Class K Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Class K Shares, unless
         all dividends on all Class K Shares then outstanding for all previous
         and current dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Class K Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Class K Shares, the amounts fixed with respect to shares
         of such series in accordance with Section 1 of this Item XI, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment of the amount due pursuant to such liquidation, dissolution or
         winding up of the affairs of the Corporation. In the event the net
         assets of the Corporation legally available therefor are insufficient
         to permit the payment upon all outstanding Cumulative Shares and
         Noncumulative Shares of the full preferential amount to which they are
         respectively entitled, then such net assets shall be distributed
         ratably upon all outstanding Cumulative Shares and Noncumulative Shares
         in proportion to the full preferential amount to which each such share
         is entitled.

                      (2) After payment to the holders of Class K Shares of the
         full preferential amounts as aforesaid, the holders of Class K Shares,
         as such, shall have no right or claim to any of the remaining assets of
         the Corporation.

                      (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.



                                       95



         Section 5. Voting.

                  (a) The holders of Class K Shares shall have no voting rights,
         except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall be in
         default in the payment of dividends on any series of Class K Shares at
         the time outstanding, whether or not earned or declared, for a number
         of dividend payment periods, whether consecutive or not, which in the
         aggregate contain at least 540 days, all holders of such Class K
         Shares, voting separately as a class, together with all Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
         Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares
         and Noncumulative Shares upon which like voting rights have been
         conferred and are exercisable under the circumstances described in
         Subsection 5(c), shall be entitled to elect, as herein provided, a
         total of two members of the Board of Directors of the Corporation;
         provided, however, that the holders of such Class K Shares shall not
         exercise such special class voting rights except at meetings of such
         shareholders for the election of directors at which the holders of not
         less than 50% of such Class K Shares are present in person or by proxy;
         and provided further that the special class voting rights provided for
         in this paragraph when the same shall have become vested shall remain
         so vested until all accrued and unpaid dividends on such Class K Shares
         then outstanding shall have been paid or declared and a sum sufficient
         for the payment thereof set aside for payment, whereupon the holders of
         such Class K Shares shall be divested of their special class voting
         rights in respect of subsequent elections of directors, subject to the
         revesting of such special class voting rights in the event above
         specified in this paragraph. All dividend payments made on the Class K
         Shares, at any time during which the Corporation is in default in the
         payment of dividends on such Class K Shares for any dividend period,
         shall be deemed to be made in respect of the earliest dividend period
         with respect to which the Corporation is in default.

                      (2) In the event of default entitling holders of Class K
         Shares to elect two directors as specified in paragraph (1) of this
         Subsection, a special meeting of such holders for the purpose of
         electing such directors shall be called by the Secretary of the
         Corporation upon written request of, or may be called by, the holders
         of record of at least 10% of the Class K Shares upon which such default
         in the payment of dividends exists and notice thereof shall be given in
         the same manner as that required for the annual meeting of
         shareholders; provided, however, that the Corporation shall not be
         required to call such special meeting if the annual meeting of
         shareholders shall be called to be held within 90 days after the date
         of receipt of the foregoing written request from the holders of Class K
         Shares. At any meeting at which such holders of Class K Shares shall be
         entitled to elect directors, holders of 50% of such Class K Shares,
         present in person or by proxy, shall be sufficient to constitute a
         quorum, and the vote of the holders of a majority of such shares so
         present at any such meeting at which there shall be such a quorum shall
         be sufficient to elect the members of the Board of Directors which such
         holders of Class K Shares are entitled to elect as herein provided.


                                       96


         Notwithstanding any provision of these Amended and Restated Articles of
         Incorporation, as amended, or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by such holders of Class K Shares pursuant to this
         Subsection shall serve in addition to any other directors then in
         office or proposed to be elected otherwise than pursuant to this
         Subsection. Nothing in this Subsection shall prevent any change
         otherwise permitted in the total number of or classifications of
         directors of the Corporation or require the resignation of any director
         elected otherwise than pursuant to this Subsection. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by such holders of Class K Shares shall be elected
         annually for terms expiring at the next succeeding annual meeting of
         shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Class K Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Class K Shares are
         entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class J Shares or Noncumulative Shares
         are entitled to elect directors pursuant hereto by reason of any
         default in the payment of dividends thereon, then the voting rights of
         the Cumulative Shares and the Noncumulative Shares then entitled to
         vote shall be combined (with each class of shares having a number of
         votes proportional to the aggregate liquidation preference of its
         outstanding shares). In such case, the holders of Class K Shares and of
         all such other shares then entitled so to vote, voting as a class,
         shall elect such directors. If the holders of any such other shares
         have elected such directors prior to the happening of the default or
         event permitting the holders of Class K Shares to elect directors, or
         prior to a written request for the holding of a special meeting being
         received by the Secretary of the Corporation as required above, then a
         new election shall be held with all such other shares and the Class K
         Shares voting together as a single class for such directors, resulting
         in the termination of the term of such previously elected directors
         upon the election of such new directors.

                  (d) The affirmative vote of the holders of at least two-thirds
         of the Class K Shares at the time outstanding, voting separately as a
         class, given in person or by proxy either in writing or at a meeting
         called for the purpose, shall be necessary to effect either of the
         following:


                                       97


                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Class K Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Class K Shares or of any shares ranking on a
         parity with or junior to the Class K Shares nor the amendment of the
         provisions of the Code of Regulations so as to change the number or
         classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Class K Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such series of Class K Shares.

                  (e) In the event, and only to the extent, that (1) Class K
         Shares are issued in more than one series and (2) Ohio law permits the
         holders of a series of a class of capital stock to vote separately as a
         class, the affirmative vote of the holders of at least two-thirds of
         each series of Class K Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose of voting on such matters, shall be
         required for any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of these Amended
         and Restated Articles of Incorporation, as amended, or of the Code of
         Regulations of the Corporation which affects adversely and materially
         the preferences or voting or other rights of the holders of such series
         which are set forth in these Amended and Restated Articles of
         Incorporation, as amended; provided, however, neither the amendment of
         these Amended and Restated Articles of Incorporation, as amended, so as
         to authorize, create or change the authorized or outstanding number of
         Class K Shares or of any shares ranking on a parity with or junior to
         the Class K Shares nor the Amendment of the provisions of the Code of
         Regulations so as to change the number or classification of directors
         of the Corporation shall be deemed to affect adversely and materially
         the preferences or voting or other rights of the holders of such
         series.

         Section 6. 8 7/8% Class K Cumulative Redeemable Preferred Shares. Of
    the 750,000 authorized Class K Shares, 350,000 shares are designated as a
    series entitled "8 7/8% Class K Cumulative Redeemable Preferred Shares"
    (hereinafter called "8 7/8% Class K Preferred Shares"). The 8 7/8% Class K
    Preferred Shares shall have the express terms set forth in this Division as
    being applicable to all Class K Preferred Shares as a class and, in
    addition, the following express terms applicable to all 8 7/8% Class K
    Preferred Shares as a series of Class K Shares:


                                       98


                  (a) The annual dividend rate of the 8 7/8% Class K Preferred
         Shares shall be 8 7/8% of the liquidation preference of $250.00 per
         share.

                  (b) Dividends on the 8 7/8% Class K Preferred Shares shall be
         payable, if declared, quarterly on or about the fifteenth day of
         January, April, July and October. The dividends payable for each full
         quarterly dividend period on each 8 7/8% Class K Preferred Share shall
         be $5.546875. Dividends for any period shorter or longer than a full
         dividend period on the 8 7/8% Class K Preferred Shares, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months. The aggregate dividend payable quarterly to each holder of
         8 7/8% Class K Preferred Shares shall be rounded to the nearest
         one-hundredth of one cent with $.00005 being rounded upward. Each
         dividend shall be payable to the holders of record on such record date,
         no less than 10 nor more than 30 days preceding the payment date
         thereof, as shall be fixed from time to time by the Corporation's Board
         of Directors.

                  (c) Dividends on 8 7/8% Class K Preferred Shares shall be
         cumulative as follows:

                      (1) With respect to shares included in the initial issue
         of 8 7/8% Class K Preferred Shares and shares issued any time
         thereafter up to and including the record date for the payment of the
         first dividend on the initial issue of 8 7/8% Class K Preferred Shares,
         dividends shall be cumulative from the date of the initial issue of
         8 7/8% Class K Preferred Shares; and

                      (2) With respect to shares issued any time after the
         aforesaid record date, dividends shall be cumulative from the dividend
         payment date next preceding the date of issue of such shares, except
         that if such shares are issued during the period commencing the day
         after the record date for the payment of a dividend on 8 7/8% Class K
         Preferred Shares and ending on the payment date of that dividend,
         dividends with respect to such shares shall be cumulative from that
         dividend payment date.

                  (d) The Corporation may, at any time or from time to time on,
         at its option upon not less than thirty (30) nor more than sixty (60)
         days' written notice, redeem all or any part of the 8 7/8% Class K
         Preferred Shares at a redemption price of $250.00 per share plus, in
         each case, an amount equal to all dividends accrued and unpaid thereon
         to the redemption date, without interest. The redemption price (other
         than the portion thereof consisting of accrued and unpaid dividends) is
         payable solely out of the sale proceeds of other capital shares of the
         Corporation, which may include any equity securities (including common
         shares and preferred shares), shares, interests, participation or other
         ownership interests (however designated) and any rights (other than
         debt securities convertible into or exchangeable for equity
         securities), or options to purchase any of the foregoing.

                  (e) The amount payable per 8 7/8% Class K Preferred Share in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs


                                       99


         of the Corporation shall be $250.00, plus an amount equal to all
         dividends accrued and unpaid thereon to the date of payment.

                  (f) The affirmative vote of the holders of at least two-thirds
         of the Class K Preferred Shares at the time outstanding, voting
         separately as a class, given in person or by proxy either in writing or
         at a meeting called for the purpose, shall be necessary to effect the
         authorization, creation, increase in the authorized number of or
         issuance of any shares, or any security convertible into or
         exchangeable for shares, in any such case ranking prior to such series
         of Class K Preferred Shares in dividends, distributions or rights upon
         liquidation, dissolution or winding up.

    XII. The Noncumulative Preferred Shares. The Noncumulative Preferred
         Shares shall have the following express terms:

         Section 1. Series. The Noncumulative Shares may be issued from time to
    time in one or more series. All Noncumulative Shares shall be of equal rank
    and shall be identical, except in respect of the matters that may be fixed
    by the Board of Directors as hereinafter provided, and each share of a
    series shall be identical with all other shares of such series, except as to
    the dates on which and the periods for which dividends may be payable. All
    Noncumulative Shares shall rank on a parity with the Cumulative Shares, and
    shall be identical to all Cumulative Shares, except (1) in respect of the
    matters that may be fixed by the Board of Directors as provided in clauses
    (a) through (i), inclusive, of this Section 1 and (2) only dividends on the
    Noncumulative Shares are noncumulative as set forth herein. Subject to the
    provisions of Sections 2 through 5, inclusive, and Item XIII of this
    Division, which provisions shall apply to all Noncumulative Shares, the
    Board of Directors hereby is authorized to cause such shares to be issued in
    one or more series, and with respect to each such series, to determine and
    fix prior to the issuance thereof (and thereafter, to the extent provided in
    clause (b) of this Section) the following:

                  (a) The designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) The authorized number of shares of the series, which
         number the Board of Directors may (except where otherwise provided in
         the creation of the series) increase or decrease from time to time
         before or after the issuance thereof (but not below the number of
         shares thereof then outstanding);

                  (c) The dividend rate or rates of the series, including the
         means by which such rates may be established;

                  (d) The dates on which and the period or periods for which
         dividends, if declared, shall be payable, including the means by which
         such dates and periods may be established;

                  (e) The redemption rights and price or prices, if any, for
         shares of the series;


                                      100


                  (f) The terms and amount of the sinking fund, if any, for the
         purchase or redemption of shares of the series;

                  (g) The amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) Whether the shares of the series shall be convertible into
         Common Shares or shares of any other class and, if so, the conversion
         rate or rates or price or prices, any adjustments thereof and all other
         terms and conditions upon which such conversion may be made; and

                  (i) Restrictions (in addition to those set forth in Subsection
         5(d) or 5(e) of this Item XII) on the issuance of shares of the same
         series or of any other class or series.

         The Board of Directors is authorized to adopt from time to time
amendments to the Amended and Restated Articles of Incorporation, as amended,
fixing, with respect to each such series, the matters described in clauses (a)
through (i), both inclusive, of this Section and is authorized to take such
actions with respect thereto as may be required by law in order to effect such
amendments.

         Section 2. Dividends.

                  (a) The holders of Noncumulative Shares of each series, in
         preference to the holders of Common Shares and of any other class of
         shares ranking junior to the Noncumulative Shares, shall be entitled to
         receive out of any funds legally available therefor, if, when and as
         declared by the Board of Directors, dividends in cash at the rate or
         rates for such series fixed in accordance with the provisions of
         Section 1 above and no more, payable on the dates fixed for such
         series. Such dividends shall accrue, in the case of shares of each
         particular series, from and after the date or dates fixed with respect
         to such series; provided, however, that if the Board of Directors fails
         to declare a dividend payable on a dividend payment date on any
         Noncumulative Shares, the holders of the Noncumulative Shares shall
         have no right to receive a dividend in respect of the dividend period
         ending on such dividend payment date, and the Corporation shall have no
         obligation to pay the dividend accrued for such period, whether or not
         dividends on such Noncumulative Shares are declared payable on any
         future dividend payment date. No dividends shall be paid upon or
         declared or set apart for any series of the Noncumulative Shares for
         any dividend period unless at the same time (i) a like proportionate
         dividend for the then current dividend period, ratably in proportion to
         the respective annual dividend rates fixed therefor, shall have been
         paid upon or declared or set apart for all Noncumulative Shares of all
         series then issued and outstanding and entitled to receive such
         dividend and (ii) the dividends payable for the dividend periods
         terminating on the same or any earlier date, ratably in proportion to
         the respective dividend rates fixed therefor, shall have been paid upon
         or declared or set apart for all Class A Shares, Class B Shares, Class
         C


                                      101


         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class J Shares and Class K Shares then
         issued and outstanding and entitled to receive such dividends.

                  (b) So long as any Noncumulative Shares shall be outstanding
         no dividend, except a dividend payable in Common Shares or other shares
         ranking junior to the Noncumulative Shares, shall be paid or declared
         or any distribution be made, except as aforesaid, in respect of the
         Common Shares or any other shares ranking junior to the Noncumulative
         Shares, nor shall any Common Shares or any other shares ranking junior
         to the Noncumulative Shares be purchased, retired or otherwise acquired
         by the Corporation, except out of the proceeds of the sale of Common
         Shares or other shares of the Corporation ranking junior to the
         Noncumulative Shares received by the Corporation subsequent to the date
         of first issuance of Noncumulative Shares of any series, unless:

                      (1) All accrued and unpaid dividends on Cumulative Shares,
         including the full dividends for all current dividend periods, shall
         have been declared and paid or a sum sufficient for payment thereof set
         apart;

                      (2) All unpaid dividends on Noncumulative Shares for the
         then current dividend period shall have been declared and paid or a sum
         sufficient for payment therefor set apart; and

                      (3) There shall be no arrearages with respect to the
         redemption of Cumulative Shares or Noncumulative Shares of any series
         from any sinking fund provided for shares of such series in accordance
         with the provisions of Section 1 of this Item XII.

                  (c) The foregoing restrictions on the payment of dividends or
         other distributions on, or on the purchase, redemption retirement or
         other acquisition of, Common Shares or any other shares ranking on a
         parity with or junior to the Noncumulative Shares shall be inapplicable
         to (i) any payments in lieu of issuance of fractional shares thereof,
         whether upon any merger, conversion, stock dividend or otherwise, (ii)
         the conversion of Cumulative Shares or Noncumulative Shares into Common
         Shares or (iii) the exercise by the Corporation of its rights pursuant
         to Item XIV(d) of this Division A, Section 4(d) of Division B or any
         similar Section hereafter contained in these Amended and Restated
         Articles of Incorporation with respect to any other class or series of
         capital stock hereafter created or authorized.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Code) any portion (the "Capital Gains Amount") of the dividends paid or
         made available for the year to holders of all classes of stock (the
         "Total Dividends"), then, to the extent permissible under the Code and
         to the extent it does not cause any dividends to fail to qualify for
         the dividends paid deduction under Section 561 of the Code, the portion
         of the Capital Gains Amount that shall be allocable to holders of the
         Noncumulative


                                      102


         Shares shall be the amount that the total dividends paid or made
         available to the holders of the Noncumulative Shares for the year bears
         to the Total Dividends.

         Section 3. Redemption.

                  (a) Subject to the express terms of each series, the
         Corporation:

                      (1) May, from time to time at the option of the Board of
         Directors, redeem all or any part of any redeemable series of
         Noncumulative Shares at the time outstanding at the applicable
         redemption price for such series fixed in accordance with the
         provisions of Section 1 of this Item XII; and

                      (2) Shall, from time to time, make such redemptions of
         each series of Noncumulative Shares as may be required to fulfill the
         requirements of any sinking fund provided for shares of such series at
         the applicable sinking fund redemption price fixed in accordance with
         the provisions of Section 1 of this Item XII; and shall, in each case,
         pay all unpaid dividends for the then current dividend period to the
         redemption date.

                      (b) (1) Notice of every such redemption shall be mailed,
         postage prepaid, to the holders of record of the Noncumulative Shares
         to be redeemed at their respective addresses then appearing on the
         books of the Corporation, not less than 30 days nor more than 60 days
         prior to the date fixed for such redemption, or such other time prior
         thereto as the Board of Directors shall fix for any series pursuant to
         Section 1 of this Item XII prior to the issuance thereof. At any time
         after notice as provided above has been deposited in the mail, the
         Corporation may deposit the aggregate redemption price of Noncumulative
         Shares to be redeemed, together with accrued and unpaid dividends
         thereon for the then current dividend period to the redemption date,
         with any bank or trust company in Cleveland, Ohio, or New York, New
         York, having capital and surplus of not less than $100,000,000 named in
         such notice and direct that there be paid to the respective holders of
         the Noncumulative Shares so to be redeemed amounts equal to the
         redemption price of the Noncumulative Shares so to be redeemed together
         with such accrued and unpaid dividends thereon for the then current
         dividend period, on surrender of the share certificate or certificates
         held by such holders; and upon the deposit of such notice in the mail
         and the making of such deposit of money with such bank or trust
         company, such holders shall cease to be shareholders with respect to
         such shares; and from and after the time such notice shall have been so
         deposited and such deposit of money shall have been so made, such
         holders shall have no rights or claim against the Corporation with
         respect to such shares, except only the right to receive such money
         from such bank or trust company without interest or to exercise before
         the redemption date any unexpired privileges of conversion. In the
         event less than all of the outstanding Noncumulative Shares are to be
         redeemed, the Corporation shall select by lot the shares so to be
         redeemed in such manner as shall be prescribed by the Board of
         Directors.


                                      103


                      (2) If the holders of Noncumulative Shares which have been
         called for redemption shall not within six years after such deposit
         claim the amount deposited for the redemption thereof, any such bank or
         trust company shall, upon demand, pay over to the Corporation such
         unclaimed amounts and thereupon such bank or trust company and the
         Corporation shall be relieved of all responsibility in respect thereof
         and to such holders.

                  (c) Any Noncumulative Shares which are (1) redeemed by the
         Corporation pursuant to the provisions of this Section, (2) purchased
         and delivered in satisfaction of any sinking fund requirements provided
         for shares of such series, (3) converted in accordance with the express
         terms thereof, or (4) otherwise acquired by the Corporation shall
         resume the status of authorized but unissued Noncumulative Shares
         without serial designation.

                  (d) Except in connection with the exercise of the
         Corporation's rights pursuant to Section (d) of Item XIV of this
         Division A, Section 4(d) of Division B or any similar Section hereafter
         contained in these Amended and Restated Articles of Incorporation, as
         amended, with respect to any other class or series of capital stock
         hereafter created or authorized, the Corporation may not purchase or
         redeem (for sinking fund purposes or otherwise) of less than all of the
         Noncumulative Shares then outstanding except in accordance with a stock
         purchase offer made to all holders of record of Noncumulative Shares,
         unless all dividends on all Noncumulative Shares then outstanding for
         the then current dividend period shall have been declared and paid or
         funds therefor set apart and all accrued sinking fund obligations
         applicable thereto shall have been complied with.

         Section 4. Liquidation.

                  (a) (1) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of Noncumulative Shares of any series shall be
         entitled to receive in full out of the assets of the Corporation,
         including its capital, before any amount shall be paid or distributed
         among the holders of the Common Shares or any other shares ranking
         junior to the Noncumulative Shares, the amounts fixed with respect to
         shares of such series in accordance with Section 1 of this Item XII,
         plus an amount equal to all dividends accrued and unpaid thereon for
         the then current dividend period to the date of payment of the amount
         due pursuant to such liquidation, dissolution or winding up of the
         affairs of the Corporation. In the event the net assets of the
         Corporation legally available therefor are insufficient to permit the
         payment upon all outstanding Cumulative Shares and Noncumulative Shares
         of the full preferential amount to which they are respectively
         entitled, then such net assets shall be distributed ratably upon all
         outstanding Noncumulative Shares in proportion to the full preferential
         amount to which each such share is entitled.


                                      104


                      (2) After payment to the holders of Noncumulative Shares
         of the full preferential amounts as aforesaid, the holders of
         Noncumulative Shares, as such, shall have no right or claim to any of
         the remaining assets of the Corporation.

                  (b) The merger or consolidation of the Corporation into or
         with any other Corporation, the merger of any other Corporation into
         it, or the sale, lease or conveyance of all or substantially all the
         assets of the Corporation shall not be deemed to be a dissolution,
         liquidation or winding up for the purposes of this Section.

         Section 5. Voting.

                  (a) The holders of Noncumulative Shares shall have no voting
         rights, except as provided in this Section or required by law.

                  (b) (1) If, and so often as, the Corporation shall not have
         fully paid, or shall not have declared and set aside a sum sufficient
         for the payment of, dividends on any series of Noncumulative Shares at
         the time outstanding, for a number of dividend payment periods, whether
         consecutive or not, which in the aggregate contain at least 540 days,
         the holders of such Noncumulative Shares, voting separately as a class,
         together with all Cumulative Shares upon which like voting rights have
         been conferred and are exercisable, shall be entitled to elect, as
         herein provided, two members of the Board of Directors of the
         Corporation; provided, however, that the holders of such Noncumulative
         Shares shall not exercise such special class voting rights except at
         meetings of such shareholders for the election of directors at which
         the holders of not less than 50% of such Noncumulative Shares are
         present in person or by proxy; and provided further, that the special
         class voting rights provided for in this paragraph when the same shall
         have become vested shall remain so vested until the Corporation shall
         have fully paid, or shall have set aside a sum sufficient for the
         payment of, dividends on such Noncumulative Shares then outstanding for
         a number of consecutive dividend payment periods which in the aggregate
         contain at least 360 days, whereupon the holders of such Noncumulative
         Shares shall be divested of their special class voting rights in
         respect of subsequent elections of directors, subject to the revesting
         of such special class voting rights in the event above specified in
         this paragraph.

                      (2) In the event of default entitling holders of
         Noncumulative Shares to elect two directors as specified in paragraph
         (1) of this Subsection, a special meeting of such holders for the
         purpose of electing such directors shall be called by the Secretary of
         the Corporation upon written request of, or may be called by, the
         holders of record of at least 10% of the Noncumulative Shares upon
         which such default in the payment of dividends exists and notice
         thereof shall be given in the same manner as that required for the
         annual meeting of shareholders; provided, however, that the Corporation
         shall not be required to call such special meeting if the annual
         meeting of shareholders shall be called to be held within 90 days after
         the date of receipt of the foregoing written request from the holders
         of


                                      105


         Noncumulative Shares. At any meeting at which such holders of
         Noncumulative Shares shall be entitled to elect directors, holders of
         50% of such Noncumulative Shares, present in person or by proxy, shall
         be sufficient to constitute a quorum, and the vote of the holders of a
         majority of such shares so present at any such meeting at which there
         shall be such a quorum shall be sufficient to elect the members of the
         Board of Directors which such holders of Noncumulative Shares are
         entitled to elect as herein provided. Notwithstanding any provision of
         these Amended and Restated Articles of Incorporation, as amended, or
         the Code of Regulations of the Corporation or any action taken by the
         holders of any class of shares fixing the number of directors of the
         Corporation, the two directors who may be elected by such holders of
         Noncumulative Shares pursuant to this Subsection shall serve in
         addition to any other directors then in office or proposed to be
         elected otherwise than pursuant to this Subsection. Nothing in this
         Subsection shall prevent any change otherwise permitted in the total
         number of or classifications of directors of the Corporation nor
         require the resignation of any director elected otherwise than pursuant
         to this Subsection. Notwithstanding any classification of the other
         directors of the Corporation, the two directors elected by such holders
         of Noncumulative Shares shall be elected annually for terms expiring at
         the next succeeding annual meeting of shareholders.

                      (3) Upon any divesting of the special class voting rights
         of the holders of the Noncumulative Shares in respect of elections of
         directors as provided in this Subsection, the terms of office of all
         directors then in office elected by such holders shall terminate
         immediately thereupon. If the office of any director elected by such
         holders voting as a class becomes vacant by reason of death,
         resignation, removal from office or otherwise, the remaining director
         elected by such holders voting as a class may elect a successor who
         shall hold office for the unexpired term in respect of which such
         vacancy occurred.

                  (c) If at any time when the holders of Noncumulative Shares
         are entitled to elect directors pursuant to the foregoing provisions of
         this Section the holders of any Cumulative Shares are entitled to elect
         directors pursuant hereto by reason of any default in the payment of
         dividends thereon, then the voting rights of the Cumulative Shares and
         Noncumulative Shares then entitled to vote shall be combined (with
         class of shares having a number of votes proportional to the aggregate
         liquidation preference of its outstanding shares). In such case, the
         holders of Noncumulative Shares and of all such other shares then
         entitled so to vote, voting as a class, shall elect such directors. If
         the holders of any such other shares have elected such directors prior
         to the happening of the default or event permitting the holders of
         Noncumulative Shares to elect directors, or prior to a written request
         for the holding of a special meeting being received by the Secretary of
         the Corporation as required above, then a new election shall be held
         with all such other shares and the Noncumulative Shares voting together
         as a single class for such directors, resulting in the termination of
         the term of such previously elected directors upon the election of such
         new directors.


                                      106


                  (d) The affirmative vote of the holders of at least two-thirds
         of the Noncumulative Shares at the time outstanding, voting separately
         as a class, given in person or by proxy either in writing or at a
         meeting called for the purpose, shall be necessary to effect either of
         the following:

                      (1) Any amendment, alteration or repeal, whether by
         merger, consolidation or otherwise, of any of the provisions of the
         Amended and Restated Articles of Incorporation, as amended, or of the
         Code of Regulations of the Corporation which affects adversely and
         materially the preferences or voting or other rights of the holders of
         Noncumulative Shares which are set forth in these Amended and Restated
         Articles of Incorporation, as amended; provided, however, neither the
         amendment of these Amended and Restated Articles of Incorporation, as
         amended, so as to authorize, create or change the authorized or
         outstanding number of Noncumulative Shares or of any shares ranking on
         a parity with or junior to the Noncumulative Shares nor the amendment
         of the provisions of the Code of Regulations so as to change the number
         or classification of directors of the Corporation shall be deemed to
         affect adversely and materially preferences or voting or other rights
         of the holders of Noncumulative Shares; or

                      (2) The authorization, creation or increase in the
         authorized number of any shares, or any security convertible into
         shares, in either case ranking prior to such Noncumulative Shares.

                  (e) In the event, and only to the extent, that (1)
         Noncumulative Shares are issued in more than one series and (2) Ohio
         law permits the holders of a series of a class of capital stock to vote
         separately as a class, the affirmative vote of the holders of at least
         two-thirds of each series of the Noncumulative Shares at the time
         outstanding, voting separately as a class, given in person or by proxy
         either in writing or at a meeting called for the purpose of voting on
         such matters, shall be required for any amendment, alteration or
         repeal, whether by merger, consolidation or otherwise, of any of the
         provisions of these Amended and Restated Articles of Incorporation, as
         amended, or of the Code of Regulations of the Corporation which affects
         adversely and materially the preferences or voting or other rights of
         the holders of such series which are set forth in these Amended and
         Restated Articles of Incorporation, as amended; provided, however,
         neither the amendment of these Amended and Restated Articles of
         Incorporation, as amended, so as to authorize, create or change the
         authorized or outstanding number of Noncumulative Shares or of any
         shares remaining on a parity with or junior to the Noncumulative Shares
         nor the amendment of the provisions of the Code of Regulations so as to
         change the number or classification of directors of the Corporation
         shall be deemed to affect adversely and materially preferences or
         voting or other rights of the holder of such series.

   XIII. Definitions. For the purposes of this Division:

                  (a) Whenever reference is made to shares "ranking prior to"
         Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
         Shares, Class F


                                      107


         Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares,
         Class K Shares or Noncumulative Shares, such reference shall mean and
         include all shares of the Corporation in respect of which the rights of
         the holders thereof as to the payment of dividends or as to
         distributions in the event of a voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Corporation are given
         preference over the rights of the holders of Class A Shares, Class B
         Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
         Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
         Shares or Noncumulative Shares, as the case may be;

                  (b) Whenever reference is made to shares "on a parity with"
         Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
         Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares,
         Class J Shares, Class K Shares or Noncumulative Shares, such reference
         shall mean and include all shares of the Corporation in respect of
         which the rights of the holders thereof as to the payment of dividends
         or as to distributions in the event of a voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation rank equally (except as to the amounts fixed therefor) with
         the rights of the holders of Class A Shares, Class B Shares, Class C
         Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
         Class H Shares, Class I Shares, Class J Shares, Class K Shares or
         Noncumulative Shares, as the case may be; and

                  (c) Whenever reference is made to shares "ranking junior to"
         Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E
         Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares,
         Class J Shares, Class K Shares or Noncumulative Shares, such reference
         shall mean and include all shares of the Corporation other than those
         defined under Subsections (a) and (b) of this Section as shares
         "ranking prior to" or "on a parity with" Class A Shares, Class B
         Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
         Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
         Shares or Noncumulative Shares, as the case may be.

   XIV.  Restrictions on Transfer to Preserve Tax Benefit; Shares Subject
         to Redemption.

                  (a) Definitions. For the purposes of this Item XIV of this
         Division A of this Article FOURTH, the following terms shall have the
         following meanings:

                  "Beneficial Ownership" shall mean ownership of Preferred
         Shares by a Person who would be treated as an owner of such Preferred
         Shares either directly or constructively through the application of
         Section 544 of the Code, as modified by Section 856(h) of the Code. The
         terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned"
         shall have the correlative meanings.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.


                                      108


                  "Constructive Ownership" shall mean ownership of Preferred
         Shares by a Person who would be treated as an owner of such Preferred
         Shares either directly or constructively through the application of
         Section 318 of the Code, as modified by Section 856(d)(5) of the Code.
         The terms "Constructive Owner," "Constructively Owns" and
         "Constructively Owned" shall have the correlative meanings.

                  "Excess Preferred Shares" shall mean any Preferred Shares (i)
         acquired or proposed to be acquired by any Person pursuant to a
         Transfer to the extent that, if effective, such Transfer would result
         in the transferee either Beneficially Owning Preferred Shares or
         Constructively Owning Preferred Shares in excess of the Ownership
         Limit, or (ii) which are the subject of a Transfer that, if effective,
         which would result in the Corporation being "closely held" within the
         meaning of Section 856(h) of the Code.

                  "Market Price" shall mean, with respect to any series of any
         class of Preferred Shares, the last reported sales price of such series
         reported on the New York Stock Exchange on the trading day immediately
         preceding the relevant date or, if shares of such series are not then
         traded on the New York Stock Exchange, the last reported sales price of
         shares of such series on the trading day immediately preceding the
         relevant date as reported on any exchange or quotation system over
         which the shares of such series may be traded, or if shares of such
         series are not then traded over any exchange or quotation system, then
         the market price of shares of such series on the relevant date as
         determined in good faith by the Board of Directors of the Corporation.

                  "Ownership Limit" shall mean, with respect to each series of
         each class of Preferred Shares, 9.8% of the outstanding shares of such
         series.

                  "Person" shall mean an individual, corporation, partnership,
         estate, trust (including a trust qualified under Section 401(a) or
         501(c)(17) of the Code), a portion of a trust permanently set aside for
         or to be used exclusively for the purposes described in Section 642(c)
         of the Code, an association, a private foundation within the meaning of
         Section 509(a) of the Code, a joint stock company, other entity or a
         group as that term is used for purposes of Section 13(d)(3) of the
         Securities Exchange Act of 1934, as amended; provided, however, that a
         "person" does not mean an underwriter which participates in a public
         offering of Preferred Shares, for a period of 35 days following the
         purchase by such underwriter of such Preferred Shares.

                  "Preferred Shares" shall mean, collectively, Class A Shares,
         Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F
         Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares,
         Class K Shares and Noncumulative Shares.

                  "REIT" shall mean a Real Estate Investment Trust under Section
         856 of the Code.


                                      109


                  "Transfer" shall mean any sale, transfer, gift, assignment,
         devise or other disposition of Preferred Shares (including, without
         limitation, (i) the granting of any option or entering into any
         agreement for the sale, transfer or other disposition of Preferred
         Shares or (ii) the sale, transfer, assignment or other disposition of
         any securities or rights convertible into or exchangeable for Preferred
         Shares), whether voluntary or involuntary, whether of record or
         beneficially and whether by operation of law or otherwise.

                  (b) Restrictions on Transfers.

                                    (i) Except as provided in Section (i) of
                           this Item XIV of this Division A of this Article
                           FOURTH, no Person shall Beneficially Own or
                           Constructively Own shares of any series of any class
                           of Preferred Shares in excess of the Ownership Limit
                           applicable to such series.

                                    (ii) Except as provided in Section (i) of
                           this Item XIV of this Division A of this Article
                           FOURTH, any Transfer that, if effective, would result
                           in any Person Beneficially Owning shares of any
                           series of any class of Preferred Shares in excess of
                           the Ownership Limit applicable to such series shall
                           be void ab initio as to the Transfer of such
                           Preferred Shares which would be otherwise
                           Beneficially Owned by such Person in excess of such
                           Ownership Limit, and the intended transferee shall
                           acquire no rights in such Preferred Shares.

                                    (iii) Except as provided in Section (i) of
                           this Item XIV of this Division A of this Article
                           FOURTH, any Transfer that, if effective, would result
                           in any Person Constructively Owning shares of any
                           series of any class of Preferred Shares in excess of
                           the Ownership Limit applicable to such series shall
                           be void ab initio as to the Transfer of such
                           Preferred Shares which would be otherwise
                           Constructively Owned by such Person in excess of such
                           amount, and the intended transferee shall acquire no
                           rights in such Preferred Shares.

                                    (iv) Notwithstanding any other provisions
                           contained in this Item XIV, any Transfer (whether or
                           not such Transfer is the result of a transaction
                           entered into through the facilities of the New York
                           Stock Exchange) or other event that, if effective,
                           would result in the Corporation being "closely held"
                           within the meaning of Section 856(h) of the Code, or
                           would otherwise result in the Corporation failing to
                           qualify as a REIT (including, but not limited to, a
                           Transfer or other event that would result in the
                           Corporation owning (directly or Constructively) an
                           interest in a tenant that is described in Section
                           856(d)(2)(B) of the Code if the income derived by the
                           Corporation from such tenant would cause the



                                      110


                           Corporation to fail to satisfy any of the gross
                           income requirement of Section 856(c) of the Code)
                           shall be void ab initio as to the Transfer of the
                           Preferred Shares or other event which would cause the
                           Corporation to be "closely held" within the meaning
                           of Section 856(h) of the Code or would otherwise
                           result in the Corporation failing to qualify as a
                           REIT; and the intended transferee or owner or
                           Constructive or Beneficial Owner shall acquire or
                           retain no rights in such Preferred Shares.

                                    (v) For purposes of construing the foregoing
                           provisions, any attempt to transfer Preferred Shares
                           in violation of the Ownership Limit applicable to the
                           series of the class of such Preferred Shares (as such
                           Ownership Limit may be modified by the Board of
                           Directors pursuant to Section (h) of Item XIV) shall
                           be construed as causing such Preferred Shares to be
                           transferred by operation of law to the Corporation as
                           trustee of a trust for the exclusive benefit of the
                           person or persons to whom such Preferred Shares can
                           ultimately be transferred without violating the
                           Ownership Limit and any Excess Preferred Shares while
                           held in such trust shall not have any voting rights,
                           shall not be considered for purposes of any
                           shareholder vote or for determining a quorum for such
                           a vote, and shall not be entitled to any dividends or
                           other distributions.

                  (c) Remedies for Breach. If the Board of Directors or its
         designees shall at any time determine in good faith that a Transfer has
         taken place in violation of Section (b) of this Item XIV of this
         Division A of this Article FOURTH or that a Person intends to acquire
         or has attempted to acquire beneficial ownership (determined without
         reference to any rules of attribution), Beneficial Ownership or
         Constructive Ownership of any Preferred Shares of the Corporation in
         violation of Section (b) of this Item XIV of this Division A of this
         Article FOURTH, or that any such Transfer, intended or attempted
         acquisition or acquisition would jeopardize the status of the
         Corporation as a REIT under the Code, the Board of Directors or its
         designees shall take such actions as it deems advisable to refuse to
         give effect or to prevent such Transfer, including, but not limited to,
         refusing to give effect to such Transfer on the books of the
         Corporation or instituting proceedings to enjoin such Transfer and, in
         addition, exercising its rights under Section (d) of this Item XIV of
         this Division A of this Article FOURTH.

                  (d) Purchase Right in Excess Preferred Shares. Beginning on
         the date of the occurrence of a Transfer which, if consummated, in the
         good faith judgment of the Board of Directors of the Corporation, could
         result in Excess Preferred Shares, the Excess Preferred Shares, subject
         to such transfer shall be deemed to have been offered for sale to the
         Corporation, or its designee, at a price per share equal to the lesser
         of (i) the price per share in the transaction that created such Excess
         Preferred Shares (or, in the case of a devise or gift, the Market Price
         at the time of such devise or gift) and (ii) the Market Price on the
         date the Corporation,


                                      111


         or its designee, accepts such offer. The Corporation shall have the
         right to accept such offer for a period of 90 days after the later of
         (i) the date of such Transfer and (ii) if the Corporation does not
         receive a notice of such Transfer pursuant to Section (e) of this Item
         XIV of this Division A of this Article FOURTH, the date the Board of
         Directors determines in good faith that such Transfer has occurred.
         Prompt payment of the purchase price shall be made in such reasonable
         manner as may be determined by the Corporation. From and after the date
         fixed for purchase by the Corporation, and so long as payment of the
         purchase price for the Excess Preferred Shares to be so purchased shall
         have been made or duly provided for, the holder of any Excess Preferred
         Shares so called for purchase shall cease to be entitled to dividends,
         distributions, voting rights and other benefits with respect to such
         Excess Preferred Shares, excepting only the right to payment of the
         purchase price fixed as aforesaid. Any dividend or distribution paid to
         a proposed transferee of Excess Preferred Shares prior to the discovery
         by the Corporation that the Excess Preferred Shares have been
         transferred in violation of Section (b) of this Item XIV of this
         Division A of this Article FOURTH shall be repaid to the Corporation
         upon demand. If the foregoing provisions are determined to be void or
         invalid by virtue of any legal decision, statute, rule or regulation,
         then the intended transferee of such Excess Preferred Shares shall be
         deemed, at the option of the Corporation, to have acted as agent on
         behalf of the Corporation in acquiring such Excess Preferred Shares and
         to hold such Excess Preferred Shares on behalf of the Corporation.

                  (e) Notice of Restricted Transfer. Any Person who acquires or
         attempts to acquire Preferred Shares or other securities in violation
         of subparagraph (b) of this Item XIV, or any Person who owns or will
         own Excess Preferred Shares as a result of an event under subparagraph
         (b) of this Item XIV, shall immediately give written notice to the
         Corporation of such event and shall provide to the Corporation such
         other information as the Corporation may request in order to determine
         the effect, if any, of such Transfer or attempted Transfer or other
         event on the Corporation's status as a REIT.

                  (f) Owners Required to Provide Information. From and after the
         date of the Initial Public Offering:

                                    (i) every Beneficial Owner of more than 5.0%
                           (or such other percentage, between 0.5% and 5.0%, as
                           provided in the regulations promulgated pursuant to
                           the Code) of the outstanding Preferred Shares of the
                           Corporation shall, within 30 days after January 1 of
                           each year, give written notice to the Corporation
                           stating the name and address of such Beneficial
                           Owner, the number of shares Beneficially Owned, and
                           description of how such shares are held. Each such
                           Beneficial Owner shall provide to the Corporation
                           such additional information as the Corporation may
                           request in order to determine the effect, if any, of
                           such Beneficial Ownership on the Corporation's status
                           as a REIT.

                                      112


                                    (ii) each Person who is a Beneficial Owner
                           or Constructive Owner of Preferred Shares and each
                           Person (including the shareholder of record) who is
                           holding Preferred Shares for a Beneficial Owner or
                           Constructive Owner shall provide to the Corporation
                           such information that the Corporation may request, in
                           good faith, in order to determine the Corporation's
                           status as a REIT.

                  (g) Remedies Not Limited. Nothing contained in this Division A
         of this Article FOURTH shall limit the authority of the Board of
         Directors to take such other action as it deems necessary or advisable
         to protect the Corporation and the interests of its shareholders by
         preservation of the Corporation's status as a REIT.

                  (h) Ambiguity. In the case of an ambiguity in the application
         of any of the provisions of this Item XIV of this Division A of this
         Article FOURTH, including any definition contained in Section (a) of
         this Item XIV, the Board of Directors shall have the power to determine
         the application of the provisions of this Item XIV with respect to any
         situation based on the facts known to it.

                  (1) Exceptions.

                           (i) Subject to Section (b)(iv) of this Item XIV of
                     this Division A, the Board of Directors may exempt a Person
                     from the Ownership Limit applicable to a series of a class
                     of Preferred Shares if such Person is not an individual
                     (other than pension plans described in Section 856(h)(3))
                     for purposes of Section 542(a)(2) of the Code if the Board
                     of Directors obtains such representations and undertakings
                     from such Person as are reasonably necessary to ascertain
                     that no individual's Beneficial Ownership of such Preferred
                     Shares will violate the Ownership Limit, and agrees that
                     any violation or attempted violation will result in such
                     Preferred Shares in excess of the Ownership Limit being
                     subject to repurchase by the Corporation as set forth in
                     Section (d) of this Item XIV of this Division A of this
                     Article FOURTH.

                           (ii) The Board of Directors may exempt a Person from
                     the limitation on such Person Constructively Owning
                     Preferred Shares in excess of the Ownership Limit
                     applicable to a series of a class of such Preferred Shares
                     if such Person does not own and represents that it will not
                     own, directly or constructively (by virtue of the
                     application of Section 318 of the Code, as modified by
                     Section 856(d)(5) of the Code), more than a 9.8% interest
                     (as set forth in Section 856(d)(2)(B)) in a tenant of any
                     real property owned or leased by the Corporation, if the
                     Board of Directors obtains such representations and
                     undertakings from such Person as are reasonably necessary
                     to ascertain this fact and agrees that any violation or
                     attempted violation will result in such Preferred Shares


                                      113


                     in excess of the Ownership Limit being deemed to be Excess
                     Preferred Shares and subject to repurchase by the
                     Corporation as set forth in Section (d) of this Item XIV of
                     this Division A of this Article FOURTH.

   XV.   Legend. Each certificate for Preferred Shares shall bear the following
legend:

         "The Preferred Shares represented by this certificate are subject to
restrictions on transfer for the purpose of the corporation's maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of
1986, as amended. Subject to certain provisions of the Corporation's Articles of
Incorporation, no Person may Beneficially Own or Constructively Own shares of
any series of any class of Preferred Shares in excess of 9.8% of the outstanding
Preferred Shares of such series. Any Person who attempts to Beneficially Own or
Constructively Own shares of any series of any class of Preferred Shares in
excess of the above limitations must immediately notify the Corporation. All
capitalized terms in this legend have the meanings defined in the Corporation's
Articles of Incorporation, a copy of which, including the restrictions on
transfer, will be sent without charge to each shareholder who so requests. If
the restrictions on transfer are violated, certain of the Preferred Shares
represented hereby may be subject to repurchase by the Corporation on the terms
and conditions set forth in the Corporation's Articles of Incorporation.

                                   DIVISION B

                  Subject to the terms of the Cumulative Shares and the
Noncumulative Preferred Shares, the Common Shares shall have the following
express terms:

                  Section 1. Dividend Rights. The holders of Common Shares shall
         be entitled to receive, when, as and if declared by the Board of
         Directors of the Corporation, out of the assets of the Corporation
         which are by law available therefor, dividends or distributions payable
         in cash, in property or in securities of the Corporation.

                  Section 2. Rights Upon Liquidation. In the event of any
         voluntary or involuntary liquidation, dissolution or winding up of, or
         any distribution of the assets of, the Corporation, each holder of
         Common Shares shall be entitled to receive, ratably with each other
         holder of Common Shares, that portion of the assets of the Corporation
         available for distribution to its shareholders as the number of Common
         Shares held by such holder bears to the total number of Common Shares
         then outstanding.

                  Section 3. Voting Rights. The holders of Common Shares shall
         be entitled to vote on all matters (for which holders of Common Shares
         shall be entitled to vote thereon) at all meetings of the shareholders
         of the Corporation, and shall be entitled to one vote for each Common
         Share entitled to vote at such meeting.

                  Section 4. Restrictions on Transfer to Preserve Tax Benefit;
         Common Shares Subject to Redemption.

                  (a) Definitions. For the purposes of this Section 4 of this
         Division B of this Article FOURTH, the following terms shall have the
         following meanings:


                                      114


                  "Beneficial Ownership" shall mean ownership of Common Shares
         by a Person who would be treated as an owner of such Common Shares
         either directly or constructively through the application of Section
         544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The
         terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned"
         shall have the correlative meanings.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

                  "Constructive Ownership" shall mean ownership of Common Shares
         by a Person who would be treated as an owner of such Common Shares
         either directly or Constructively through the application of Section
         318 of the Code, as modified by Section 856(d)(5) of the Code. The
         terms "Constructive Owner," "Constructively Owns" and "Constructively
         Owned" shall have the correlative meanings.

                  "Excess Shares" shall mean any Common Shares (i) acquired or
         proposed to be acquired by any Person (other than an Existing Holder)
         pursuant to a Transfer to the extent that, if effective, such Transfer
         would result in the transferee either (A) Beneficially Owning Common
         Shares in excess of the Ownership Limit or (B) Constructively Owning
         Common Shares in excess of the Related Party Limit, (ii) acquired or
         proposed to be acquired by an Existing Holder pursuant to a Transfer to
         the extent that, if effective, such Transfer would result in such
         Existing Holder Beneficially Owning Common Shares in excess of the
         Existing Holder Limit for such Existing Holder, or (iii) which are the
         subject of a Transfer that, if effective, which would result in (A) the
         Common Shares being owned by fewer than 100 Persons (determined without
         reference to any rules of attribution), or (B) the Corporation being
         "closely held" within the meaning of Section 856(h) of the Code.

                  "Existing Holder" shall mean (i) Bert L. Wolstein, (ii) Scott
         A. Wolstein, (iii) James A. Schoff, and (iv) any Person to whom an
         Existing Holder Transfers Beneficial Ownership of Common Shares causing
         such transferee to Beneficially Own Common Shares in excess of the
         Ownership Limit.

                  "Existing Holder Limit" (i) for any Existing Holder who is an
         Existing Holder by virtue of clause (i), (ii) or (iii) of the
         definition thereof, shall mean, initially, the percentage of the
         outstanding Common Shares Beneficially Owned by such Existing Holder
         upon the consummation of the Initial Public Offering, and after any
         adjustment pursuant to Section (4)(i) of this Division B of this
         Article FOURTH, shall mean such percentage of the outstanding Common
         Shares as so adjusted; and (ii) for any Existing Holder who becomes an
         Existing Holder by virtue of clause (iv) of the definition thereof,
         shall mean, initially, the percentage of the outstanding Common Shares
         Beneficially Owned by such Existing Holder at the time that such
         Existing Holder becomes an Existing Holder, and after any adjustment
         pursuant to Section 4(i) of this Division B of this


                                      115


         Article FOURTH, shall mean such percentage of the outstanding Common
         Shares as so adjusted. From and after the date of the Initial Public
         Offering, the secretary of the Corporation shall maintain and, upon
         request, make available to each Existing Holder, a schedule which sets
         forth the then current Existing Holder Limits for each Existing Holder.

                  "Initial Public Offering" means the sale of Common Shares
         pursuant to the Corporation's first effective registration statement
         for such Common Shares filed under the Securities Act of 1933, as
         amended.

                  "Market Price" shall mean the last reported sales price of
         Common Shares reported on the New York Stock Exchange on the trading
         day immediately preceding the relevant date or, if the Common Shares
         are not then traded on the New York Stock Exchange, the last reported
         sales price of the Common Shares on the trading day immediately
         preceding the relevant date as reported on any exchange or quotation
         system over which the Common Shares may be traded, or if the Common
         Shares are not then traded over any exchange or quotation system, then
         the market price of the Common Shares on the relevant date as
         determined in good faith by the Board of Directors of the Corporation.

                  "Ownership Limit" shall mean 5.0% of the outstanding Common
         Shares of the Corporation.

                  "Person" shall mean an individual, corporation, partnership,
         estate, trust (including a trust qualified under Section 401(a) or
         501(c)(17) of the Code), a portion of a trust permanently set aside for
         or to be used exclusively for the purposes described in Section 642(c)
         of the Code, an association, a private foundation within the meaning of
         Section 509(a) of the Code, a joint stock company, other entity or a
         group as that term is used for purposes of Section 13(d)(3) of the
         Securities Exchange Act of 1934, as amended; provided, however, that a
         "Person" does not mean an underwriter which participates in a public
         offering of the Common Shares, for a period of 35 days following the
         purchase by such underwriter of the Common Shares.

                  "REIT" shall mean a Real Estate Investment Trust under Section
         856 of the Code.

                  "Related Party Limit" shall mean 9.8% of the outstanding
         Common Shares of the Corporation.

                  "Transfer" shall mean any sale, transfer, gift, assignment,
         devise or other disposition of Common Shares (including, without
         limitation, (i) the granting of any option or entering into any
         agreement for the sale, transfer or other disposition of Common Shares
         or (ii) the sale, transfer, assignment or other disposition of any
         securities or rights convertible into or exchangeable for Common
         Shares), whether voluntary or involuntary, whether of record or
         beneficially and whether by operation of law or otherwise.


                                      116


                  (b) Restrictions on Transfers.

                                    (i) Except as provided in Section 4(i) of
                           this Division B of this Article FOURTH, from and
                           after the date of the Initial Public Offering, no
                           Person (other than an Existing Holder) shall
                           Beneficially Own Common Shares in excess of the
                           Ownership Limit and no Existing Holder shall
                           Beneficially Own Common Shares in excess of the
                           Existing Holder Limit for such Existing Holder.

                                    (ii) Except as provided in Section 4(i) of
                           this Division B of this Article FOURTH, from and
                           after the date of the Initial Public Offering, any
                           Transfer that, if effective, would result in any
                           Person (other than an Existing Holder) Beneficially
                           Owning Common Shares in excess of the Ownership Limit
                           shall be void ab initio as to the Transfer of such
                           Common Shares which would be otherwise Beneficially
                           Owned by such Person in excess of the Ownership
                           Limit, and the intended transferee shall acquire no
                           rights in such Common Shares.

                                    (iii) Except as provided in Section 4(i) of
                           this Division B of this Article FOURTH, from and
                           after the date of the Initial Public Offering, any
                           Transfer that, if effective, would result in any
                           Existing Holder Beneficially Owning Common Shares in
                           excess of the applicable Existing Holder Limit shall
                           be void ab initio as to the Transfer of such Common
                           Shares which would be otherwise Beneficially Owned by
                           such Existing Holder in excess of the applicable
                           Existing Holder Limit, and such Existing Holder shall
                           acquire no rights in such Common Shares.

                                    (iv) Except as provided in Section 4(i) of
                           this Division B of this Article FOURTH, from and
                           after the date of the Initial Public Offering, any
                           Transfer that, if effective, would result in any
                           Person Constructively Owning Common Shares in excess
                           of the Related Party Limit shall be void ab initio as
                           to the Transfer of such Common Shares which would be
                           otherwise Constructively Owned by such Person in
                           excess of such amount, and the intended transferee
                           shall acquire no rights in such Common Shares.

                                    (v) Except as provided in Section 4(i) of
                           this Division B of this Article FOURTH, from and
                           after the date of the Initial Public Offering, any
                           Transfer that, if effective, would result in the
                           Common Shares being beneficially owned by less than
                           100 Persons (determined without reference to any
                           rules of attribution) shall be void ab initio as to
                           the Transfer of such Common Shares which would be
                           otherwise beneficially owned by the transferee,


                                      117


                           and the intended transferee shall acquire no rights
                           in such Common Shares.

                                    (vi) From and after the date of the Initial
                           Public Offering, any Transfer that, if effective,
                           would result in the Corporation being "closely held"
                           within the meaning of Section 856(h) of the Code
                           shall be void ab initio as to the Transfer of the
                           Common Shares which would cause the Corporation to be
                           "closely held" within the meaning of Section 856(h)
                           of the Code, and the intended transferee shall
                           acquire no rights in such Common Shares.

                  (c) Remedies for Breach. If the Board of Directors or its
         designees shall at any time determine in good faith that a Transfer has
         taken place in violation of Section 4(b) of this Division B of this
         Article FOURTH or that a Person intends to acquire or has attempted to
         acquire beneficial ownership (determined without reference to any rules
         of attribution), Beneficial Ownership or Constructive Ownership of any
         Common Shares of the Corporation in violation of Section 4(b) of this
         Division B of this Article FOURTH, or that any such Transfer, intended
         or attempted acquisition or acquisition would jeopardize the status of
         the Corporation as a REIT under the Code, the Board of Directors or its
         designees shall take such actions as it deems advisable to refuse to
         give effect or to prevent such Transfer, including, but not limited to,
         refusing to give effect to such Transfer on the books of the
         Corporation or instituting proceedings to enjoin such Transfer and, in
         addition, exercising its rights under Section 4(d) of this Division B
         of this Article FOURTH.

                  (d) Purchase Right in Excess Shares. Beginning on the date of
         the occurrence of a Transfer which, if consummated, in the good faith
         judgment of the Board of Directors of the Corporation, could result in
         Excess Shares, such Excess Shares shall be deemed to have been offered
         for sale to the Corporation, or its designee, at a price per share
         equal to the lesser of (i) the price per share in the transaction that
         created such Excess Shares (or, in the case of a devise or gift, the
         Market Price at the time of such devise or gift) and (ii) the Market
         Price on the date the Corporation, or its designee, accepts such offer.
         The Corporation shall have the right to accept such offer for a period
         of ninety days after the later of (i) the date of such Transfer and
         (ii) if the Corporation does not receive a notice of such Transfer
         pursuant to Section 4(e) of this Division B of this Article FOURTH, the
         date the Board of Directors determines in good faith that such Transfer
         has occurred. Prompt payment of the purchase price shall be made in
         such reasonable manner as may be determined by the Corporation. From
         and after the date fixed for purchase by the Corporation, and so long
         as payment of the purchase price for the Excess Shares to be so
         purchased shall have been made or duly provided for, the holder of any
         Excess Shares so called for purchase shall cease to be entitled to
         dividends, distributions, voting rights and other benefits with respect
         to such Excess Shares, excepting only the right to payment of the
         purchase price fixed as aforesaid. Any dividend or distribution paid to
         a proposed transferee of Excess Shares prior to the discovery by the
         Corporation that the Excess Shares have been


                                      118


         transferred in violation of Section 4(b) of this Division B of this
         Article FOURTH shall be repaid to the Corporation upon demand. If the
         foregoing provisions are determined to be void or invalid by virtue of
         any legal decision, statute, rule or regulation, then the intended
         transferee of such Excess Shares shall be deemed, at the option of the
         Corporation, to have acted as agent on behalf of the Corporation in
         acquiring such Excess Shares and to hold such Excess Shares on behalf
         of the Corporation.

                  (e) Notice of Restricted Transfer. Any Person who acquires or
         intends to acquire shares in violation of Section 4(b) of this Division
         B of this Article FOURTH or any Person who is a transferee of Excess
         Shares shall immediately give written notice to the Corporation of such
         event and shall provide to the Corporation such other information as
         the Corporation may request in order to determine the effect, if any,
         of such Transfer or intended Transfer on the Corporation's status as a
         REIT.

                  (f) Owners Required to Provide Information. From and after the
         date of the Initial Public Offering:

                                    (i) every Beneficial Owner of more than 5.0%
                           (or such other percentage, between 0.5% and 5.0%, as
                           provided in the regulations promulgated pursuant to
                           the Code) of the outstanding Common Shares of the
                           Corporation shall, within 30 days after January 1 of
                           each year, give written notice to the Corporation
                           stating the name and address of such Beneficial
                           Owner, the number of shares Beneficially Owned, and
                           description of how such shares are held. Each such
                           Beneficial Owner shall provide to the Corporation
                           such additional information as the Corporation may
                           request in order to determine the effect, if any, of
                           such Beneficial Ownership on the Corporation's status
                           as a REIT.

                                    (ii) each Person who is a Beneficial Owner
                           or Constructive Owner of Common Shares and each
                           Person (including the shareholder of record) who is
                           holding Common Shares for a Beneficial Owner or
                           Constructive Owner shall provide to the Corporation
                           such information that the Corporation may request, in
                           good faith, in order to determine the Corporation's
                           status as a REIT.

                  (g) Remedies Not Limited. Nothing contained in this Division B
         of this Article FOURTH shall limit the authority of the Board of
         Directors to take such other action as it deems necessary or advisable
         to protect the Corporation and the interests of its shareholders by
         preservation of the Corporation's status as a REIT.

                  (h) Ambiguity. In the case of an ambiguity in the application
         of any of the provisions of Section 4 of this Division B of this
         Article FOURTH, including any definition contained in Section 4(a), the
         Board of Directors shall have the power


                                      119


         to determine the application of the provisions of this Section 4 with
         respect to any situation based on the facts known to it.

                  (i) Modification of Existing Holder Limits. Subject to the
         provisions of Section 4(k) of this Division B, the Existing Holder
         Limits may be modified as follows:

                                    (i) Subject to the limitations provided in
                           Section 4(k), any Existing Holder may Transfer Common
                           Shares to a Person who is already an Existing Holder
                           up to the number of Common Shares Beneficially Owned
                           by such transferor Existing Holder in excess of the
                           Ownership Limit. Any such Transfer will decrease the
                           Existing Holder Limit for such transferor Existing
                           Holder and increase the Existing Holder Limit for
                           such transferee Existing Holder by the percentage of
                           the outstanding Common Shares so Transferred. The
                           transferor Existing Holder shall give the Board of
                           Directors of the Corporation prior written notice of
                           any such Transfer.

                                    (ii) Any grant of a stock option pursuant to
                           a stock option plan approved by the shareholders of
                           the Corporation shall increase the Existing Holder
                           Limit for the affected Existing Holder to the maximum
                           extent possible under Section 4(k) to permit the
                           Beneficial Ownership of the Common Shares issuable
                           upon the exercise of such stock option.

                                    (iii) The Board of Directors may reduce the
                           Existing Holder Limit for any Existing Holder, with
                           the written consent of such Existing Holder, after
                           any Transfer permitted in this Section 4 by such
                           Existing Holder to a Person other than an Existing
                           Holder or after the lapse (without exercise) of a
                           stock option described in Section 4(i)(ii).

                                    (iv) Any Common Shares issued to an Existing
                           Holder pursuant to a dividend reinvestment plan
                           adopted by the Corporation shall increase the
                           Existing Holder Limit for the Existing Holder to the
                           maximum extent possible under Section 4(k) to permit
                           the Beneficial Ownership of such Common Shares.

                  (j) Modification of Ownership Limit. Subject to the
         limitations provided in Section 4(k) of this Division B, the Board of
         Directors may from time to time increase the Ownership Limit.

                  (k) Limitations on Modifications. Notwithstanding any other
         provision of this Division B of this Article FOURTH:

                                    (i) Neither the Ownership Limit nor any
                           Existing Holder Limit may be increased (nor may any
                           additional Existing



                                      120


                           Holder Limit be created) if, after giving effect to
                           such increase (or creation), five Beneficial Owners
                           of Common Shares (including all of the then Existing
                           Holders) could Beneficially Own, in the aggregate,
                           more than 49.6% of the outstanding Common Shares.

                                    (ii) Prior to the modification of any
                           Existing Holder Limit or Ownership Limit pursuant to
                           Section 4(i) or Section 4(j) of this Division B of
                           this Article FOURTH, the Board of Directors of the
                           Corporation may require such opinions of counsel,
                           affidavits, undertakings or agreements as it may deem
                           necessary or advisable in order to determine or
                           ensure the Corporation's status as a REIT.

                                    (iii) No Existing Holder Limit shall be
                           reduced to a percentage which is less than the
                           Ownership Limit.

                                    (iv) The Ownership Limit may not be
                           increased to a percentage which is greater than 9.8%.

                                    (v) The Related Party Limit may not be
                           increased to a percentage which is greater than 9.8%.

                  (l) Exceptions.

                                    (i) The Board of Directors, with a ruling
                           from the Internal Revenue Service or an opinion of
                           counsel, may exempt a Person from the Ownership
                           Limits or the Existing Holder Limits, as the case may
                           be, if such Person is not an individual for purposes
                           of Section 542(a)(2) of the Code and the Board of
                           Directors obtains such representations and
                           undertakings from such Person as are reasonably
                           necessary to ascertain that no individual's
                           Beneficial Ownership of such Common Shares will
                           violate the Ownership Limit or the applicable
                           Existing Holder Limit, as the case may be, and agrees
                           that any violation or attempted violation will result
                           in such Common Shares in excess of 5.0% of the
                           outstanding Common Shares being deemed to be Excess
                           Shares and subject to repurchase by the Corporation
                           as set forth in Section 4(d) of this Division B of
                           this Article FOURTH.

                                    (ii) The Board of Directors, with a ruling
                           from the Internal Revenue Service or an opinion of
                           counsel, may exempt a Person from the limitation on
                           such Person Constructively Owning Common Shares in
                           excess of the Related Party Limit if such Person does
                           not own and represents that it will not own, directly
                           or constructively (by virtue of the application of
                           Section 318 of the Code, as modified by Section
                           856(d)(5) of the Code), more than a 9.9% interest (as
                           set forth in Section 856(d)(2)(B) in a tenant of


                                      121


                           any real property owned or leased by the Corporation,
                           and the Corporation obtains such representations and
                           undertakings from such Person as are reasonably
                           necessary to ascertain this fact and agrees that any
                           violation or attempted violation will result in such
                           Common Shares in excess of 9.8% being deemed to be
                           Excess Shares and subject to repurchase by the
                           Corporation as set forth in Section 4(d) of this
                           Division B of this Article FOURTH.

                  Section 5. Legend. Each certificate for Common Shares shall
         bear the following legend:

                           "The Common Shares represented by this certificate
                  are subject to restrictions on transfer for the purpose of the
                  Corporation's maintenance of its status as a Real Estate
                  Investment Trust under the Internal Revenue Code of 1986, as
                  amended. Subject to certain provisions of the Corporation's
                  Articles of Incorporation, no Person may Beneficially Own
                  Common Shares in excess of 5.0% of the outstanding Common
                  Shares of the Corporation (unless such Person is an Existing
                  Holder) and no Person (other than an Existing Holder who
                  Constructively Owns in excess of 9.8% of the Common Shares
                  immediately following the consummation of the Initial Public
                  Offering) may Constructively Own Common Shares in excess of
                  9.8% of the outstanding Common Shares of the Corporation. Any
                  Person who attempts to Beneficially Own or Constructively Own
                  Common Shares in excess of the above limitations must
                  immediately notify the Corporation. All capitalized items in
                  this legend have the meanings defined in the Corporation's
                  Articles of Incorporation, a copy of which, including the
                  restrictions on transfer, will be sent without charge to each
                  shareholder who so requests. If the restrictions on transfer
                  are violated, certain of the Common Shares represented may be
                  subject to repurchase by the Corporation on the terms and
                  conditions set forth in the Corporation's Articles of
                  Incorporation."

                  Section 6. Securities Exchange Transactions. Notwithstanding
         any provision contained herein to the contrary, nothing in these
         Amended and Restated Articles of Incorporation shall preclude the
         settlement of any transaction entered into through the facilities of
         the New York Stock Exchange.

                  FIFTH: At all times following the consummation of the Initial
Public Offering (as defined in Article FOURTH), at least a majority of the
members of the Board of Directors shall, except during the period of a vacancy
or vacancies therein, be Independent Directors. An "Independent Director" shall
mean a person who is not (i) employed by the Corporation or (ii) an "affiliate"
(as defined in Rule 405 under the Securities Act of 1933, as amended) of (A) any
entity which is part of the Developers Diversified Group, including, without
limitation, Developers Diversified Limited Partnership, an Ohio limited
partnership, Developers Diversified, Ltd., an Ohio limited partnership, W & M
Properties, an Ohio general partnership, W & Z Properties, Ltd., an Ohio limited
partnership, and DE Properties Corporation, an Ohio corporation, or (B) any
partnership which is an affiliate (as defined above) of any entity listed in
clause (A) of this Article FIFTH.


                                      122


                  SIXTH: No holder of shares of the corporation of any class
shall be entitled as such, as a matter of right, to subscribe for or purchase
shares of any class, now or hereafter authorized, or to subscribe for or
purchase securities convertible into or exchangeable for shares of the
corporation or to which shall be attached or appertain any warrants or rights
entitling the holder thereof to subscribe for or purchase shares, except such
rights of subscription or purchase, if any, for such considerations and upon
such terms and conditions as its Board of Directors from time to time may
determine.

                  SEVENTH: Notwithstanding any provision of Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code, or any successor statutes now or
hereafter in force, requiring for the authorization or taking of any action the
vote or consent of the holders of shares entitling them to exercise two-thirds
or any other proportion of the voting power of the corporation or of any class
or classes of shares thereof, such action, unless otherwise expressly required
by law or these Articles of Incorporation, may be authorized or taken by the
vote or consent of the holders of shares entitling them to exercise a majority
of the voting power of the corporation or of such class or classes of shares
thereof.

                  EIGHTH: To the extent permitted by law, the corporation, by
action of its Board of Directors, may purchase or otherwise acquire shares of
any class issued by it at such times, for such consideration and upon such terms
and conditions as its Board of Directors may determine.

                  NINTH: The provisions of Chapter 1701.831 of the Ohio Revised
Code shall not apply to the Corporation.

                  TENTH: The provisions of Chapter 1707.043 of the Ohio Revised
Code shall not apply to the Corporation.

                  ELEVENTH: If any provision (or portion thereof) of these
Articles of Incorporation shall be found to be invalid, prohibited, or
unenforceable for any reason, the remaining provisions (or portions thereof) of
these Articles of Incorporation shall be deemed to remain in full force and
effect, and shall be construed as if such invalid, prohibited, or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of the Corporation and its shareholders that each such
remaining provision (or portion thereof) of these Articles of Incorporation
remain, to the fullest extent permitted by law, applicable and enforceable as to
all shareholders, notwithstanding any such finding.

                  TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.

                  THIRTEENTH: These Amended and Restated Articles of
Incorporation shall take the place of and supersede the Corporation's existing
Articles of Incorporation.



                                      123

EX-3.2

                                                                     Exhibit 3.2
                                SECOND AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                   DEVELOPERS DIVERSIFIED REALTY CORPORATION
                               Charter No. 831795

      The following amendment to the Amended and Restated Articles of
Incorporation of the Corporation, as amended, was adopted by a majority vote of
the shareholders of the Corporation at a meeting held on January 29, 2003 and
pursuant to the authority of Section 1701.71(A)(1) and 1701.73(A) and (C) of the
Ohio Revised Code:

      RESOLVED, that the Amended and Restated Articles of Incorporation of the
Corporation, as amended, be and they hereby are amended by deleting the first
paragraph of Article FOURTH in its entirety and replacing it with the following:

            FOURTH: The authorized number of shares of the Corporation is
      211,000,000, consisting of 200,000,000 common shares, without par value
      (hereinafter called "Common Shares"), 750,000 Class A Cumulative Preferred
      Shares, without par value (hereinafter called "Class A Shares"), 750,000
      Class B Cumulative Preferred Shares, without par value (hereinafter called
      "Class B Shares"), 750,000 Class C Cumulative Preferred Shares, without
      par value (hereinafter called "Class C Shares"), 750,000 Class D
      Cumulative Preferred Shares, without par value (hereinafter called "Class
      D Shares"), 750,000 Class E Cumulative Preferred Shares, without par value
      (hereinafter called "Class E Shares"), 750,000 Class F Cumulative
      Preferred Shares, without par value (hereinafter called "Class F Shares"),
      750,000 Class G Cumulative Preferred Shares, without par value
      (hereinafter called "Class G Shares"), 750,000 Class H Cumulative
      Preferred Shares, without par value (hereinafter called "Class H Shares"),
      750,000 Class I Cumulative Preferred Shares, without par value
      (hereinafter called "Class I Shares"), 750,000 Class J Cumulative
      Preferred Shares, without par value (hereinafter called "Class J Shares"),
      750,000 Class K Cumulative Preferred Shares, without par value
      (hereinafter called "Class K Shares"), 750,000 Noncumulative Preferred
      Shares, without par value (hereinafter called "Noncumulative Shares"), and
      2,000,000 Cumulative Voting Preferred Shares, without par value
      (hereinafter called "Voting Preferred Shares"). The Class A Shares, Class
      B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
      Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
      Shares and Voting Preferred Shares are sometimes collectively referred to
      herein as the "Cumulative Shares."

EX-3.3

                                                                     Exhibit 3.3
                                THIRD AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                  DEVELOPERS DIVERSIFIED REALTY CORPORATION
                               Charter No. 831795

      The following amendments to the Amended and Restated Articles of
Incorporation of the Corporation, as amended, were adopted by a majority vote of
the shareholders of the Corporation at a meeting held on January 29, 2003 and
pursuant to the authority of Section 1701.71(A)(1) and 1701.73(A) and (C) of the
Ohio Revised Code:

      RESOLVED, that the Amended and Restated Articles of Incorporation of the
Corporation, as amended, be and they hereby are amended by adding at the end of
Division A of Article FOURTH a new Item XVI reading as follows:

      XVI.  The Voting Preferred Shares.  The Voting Preferred Shares shall
have the following express terms:

            Section 1. General. The Voting Preferred Shares shall rank on a
      parity with the Class A Shares, Class B Shares, Class C Shares, Class D
      Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares,
      Class I Shares, Class J Shares, Class K Shares and Noncumulative Shares
      and shall be identical to all Class A Shares, Class B Shares, Class C
      Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
      Class H Shares, Class I Shares, Class J Shares, Class K Shares and
      Noncumulative Shares except as set forth in the provisions of Sections 2
      through 10, both inclusive, which provisions shall apply to all of the
      Voting Preferred Shares.

            Section 2. Definitions. For purposes of the Voting Preferred Shares,
      the following terms shall have the meanings indicated:

            "Board of Directors" shall mean the Board of Directors of the
      Corporation or any committee authorized by such Board of Directors to
      perform any of its responsibilities with respect to the Voting Preferred
      Shares; provided that, for purposes of paragraph (a) of Section 8, the
      term "Board of Directors" shall not include any such committee.

            "Business Day" shall mean any day other than a Saturday, Sunday or a
      day on which state or federally chartered banking institutions in New
      York, New York are not required to be open.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
      time to time.

            "Dividend Payment Date" shall mean March 31, June 30, September 30
      and December 31 of each year; provided, that if any Dividend Payment Date
      falls on any day other than a Business Day, the dividend payment payable
      on such Dividend Payment Date shall be paid on the Business Day
      immediately following such Dividend Payment Date and no interest shall
      accrue on such dividend from such Dividend Payment Date to the date such
      dividend is paid.

            "Dividend Periods" shall mean each quarterly dividend period
      commencing on and including March 31, June 30, September 30 and December
      31 of each year and ending on and including the day preceding the first
      day of the next succeeding Dividend Period, other than the



      Dividend Period during which any Voting Preferred Shares shall be redeemed
      pursuant to Section 5, which shall end on and include the Redemption Date
      with respect to the Voting Preferred Shares being redeemed.

            "Event" shall have the meaning set forth in paragraph (b) (i) of
      Section 8.

            "Liquidation Preference" shall have the meaning set forth in
      paragraph (a) of Section 4.

            "REIT" shall mean a Real Estate Investment Trust under Section 856
      of the Code.

            "set apart for payment" shall be deemed to include, without any
      action other than the following, the recording by the Corporation in its
      accounting ledgers of any accounting or bookkeeping entry which indicates,
      pursuant to a declaration of dividends or other distribution by the Board
      of Directors, the allocation of funds to be so paid on any series or class
      of capital stock of the Corporation; provided, however, that if any funds
      for any class or series of shares ranking junior to the Voting Preferred
      Shares or any class or series of shares ranking on a parity with the
      Voting Preferred Shares are placed in a separate account of the
      Corporation or delivered to a disbursing, paying or other similar agent,
      then "set apart for payment" with respect to the Voting Preferred Shares
      shall mean placing such funds in a separate account or delivering such
      funds to a disbursing, paying or other similar agent.

            Section 3. Dividends. (a) The holders of Voting Preferred Shares
      shall be entitled to receive, when and as declared by the Board of
      Directors out of funds legally available for that purpose, cumulative
      dividends payable in cash in an amount per Voting Preferred Share equal to
      $2.3438 per annum (equivalent to 9 3/8% of the per share Liquidation
      Preference per annum). Such dividends shall be cumulative from the first
      day of the Dividend Period in which the Closing Date (as defined in that
      certain Agreement and Plan of Merger dated as of October 4, 2002 by and
      among the Corporation, JDN Realty Corporation and DDR Transitory Sub,
      Inc.) shall occur, whether or not in any Dividend Period or Periods such
      dividends shall be declared or there shall be funds of the Corporation
      legally available for the payment of such dividends, and shall be payable
      quarterly in arrears on each Dividend Payment Date. Each such dividend
      shall be payable in arrears to the holders of record of the Voting
      Preferred Shares, as they appear on the stock records of the Corporation
      at the close of business on the fifteenth day of the calendar month in
      which the applicable Dividend Payment Date falls on or such other date
      designated by the Board of Directors for the payment of dividends that is
      not more than 45 nor less than 10 days prior to such Dividend Payment
      Date, as the case may be, immediately preceding such Dividend Payment
      Date. No dividends on the Voting Preferred Shares shall be declared by the
      Board of Directors or be paid or set apart for payment by the Corporation
      at such time as any agreement of the Corporation, including any agreement
      relating to the Corporation's indebtedness, prohibits such declaration,
      payment or setting apart for payment or provides that such declaration,
      payment or setting apart for payment would constitute a breach thereof or
      a default thereunder, or if such declaration, payment or setting apart for
      payment shall be restricted or prohibited by law. Accumulated, accrued and
      unpaid dividends for any past Dividend Periods may be declared and paid at
      any time, without reference to any regular Dividend Payment Date, to
      holders of record on such date, which date shall not precede by more than
      45 days the payment date thereof, as may be fixed by the Board of
      Directors.

            (b) Any dividend payable on the Voting Preferred Shares for any
      partial dividend period shall be computed ratably on the basis of twelve
      30-day months and a 360-day year. Holders of Voting Preferred Shares shall
      not be entitled to any dividends, whether payable in cash, property or
      stock, in excess of full cumulative dividends, as herein provided, on the
      Voting


      Preferred Shares. No interest, or sum of money in lieu of interest, shall
      be payable in respect of any dividend payment or payments on the Voting
      Preferred Shares that may be in arrears. Any dividend payment made on the
      Voting Preferred Shares shall first be credited against the earliest
      accrued but unpaid dividend due with respect to such shares which remains
      payable.

            (c) If, for any taxable year, the Corporation elects to designate as
      "capital gain dividends" (as defined in Section 857 of the Code) any
      portion (the "Capital Gains Amount") of the total distributions (as
      determined for federal income tax purposes) paid or made available for the
      year to holders of all classes of capital stock (the "Total Dividends"),
      then the portion of the Capital Gains Amount that shall be allocable to
      holders of Voting Preferred Shares shall be in the same proportion that
      the Total Dividends paid or made available to the holders of Voting
      Preferred Shares for the year bears to the Total Dividends. If, for any
      taxable year, the Corporation elects, as provided in Section 857(b)(3)(D)
      of the Code, to designate as "undistributed capital gains" any portion of
      the Corporation's total net capital gains for the taxable year, then such
      undistributed capital gains shall be allocated between the holders of the
      Voting Preferred Shares and the holders of other classes or series of
      capital stock of the Corporation in a manner that is consistent with such
      allocations being considered other than a "preferential dividend" within
      the meaning of Section 562(c) of the Code.

            (d) So long as any of the Voting Preferred Shares are outstanding,
      except as described in the immediately following sentence, no dividends
      shall be declared or paid or set apart for payment by the Corporation and
      no other distribution of cash or other property shall be declared or made,
      directly or indirectly, by the Corporation with respect to any shares
      ranking on a parity unless, in each case, dividends equal to the full
      amount of accumulated, accrued and unpaid dividends on all outstanding
      Voting Preferred Shares have been or contemporaneously are declared and
      paid or declared and a sum sufficient for the payment thereof has been or
      contemporaneously is set apart for payment of such dividends on the Voting
      Preferred Shares for all Dividend Periods ending on or prior to the date
      such dividend or distribution is declared, paid, set apart for payment or
      made, as the case may be, with respect to such shares ranking on a parity.
      When dividends are not paid in full or a sum sufficient for such payment
      is not set apart, as aforesaid, all dividends declared upon the Voting
      Preferred Shares and all dividends declared upon any shares ranking on a
      parity shall be declared ratably in proportion to the respective amounts
      of dividends accumulated, accrued and unpaid on the Voting Preferred
      Shares and accumulated, accrued and unpaid on such shares ranking on a
      parity.

            (e) So long as any of the Voting Preferred Shares are outstanding,
      no dividends (other than dividends or distributions paid in shares, or
      options, warrants or rights to subscribe for or purchase shares, ranking
      junior to the Voting Preferred Shares) shall be declared or paid or set
      apart for payment by the Corporation and no other distribution of cash or
      other property shall be declared or made, directly or indirectly, by the
      Corporation with respect to any shares ranking junior to the Voting
      Preferred Shares, nor shall any shares ranking junior to the Voting
      Preferred Shares be redeemed, purchased or otherwise acquired (other than
      a redemption, purchase or other acquisition of Common Shares made for
      purposes of an employee incentive, benefit or stock purchase plan of the
      Corporation or any subsidiary) for any consideration (or any monies be
      paid to or made available for a sinking fund for the redemption of any
      shares of any such stock), directly or indirectly, by the Corporation
      (except by conversion into or exchange for shares, or options, warrants or
      rights to subscribe for or purchase shares, ranking junior to the Voting
      Preferred Shares), nor shall any other cash or other property otherwise be
      paid or distributed to or for the benefit of any holder of shares ranking
      junior to the Voting Preferred Shares in respect thereof, directly or
      indirectly, by the Corporation unless, in each case, dividends equal to
      the full amount of all accumulated, accrued and unpaid dividends on all
      outstanding Voting Preferred


      Shares have been declared and paid, or such dividends have been declared
      and a sum sufficient for the payment thereof has been set apart for such
      payment, on all outstanding Voting Preferred Shares for all Dividend
      Periods ending on or prior to the date such dividend or distribution is
      declared, paid, set apart for payment or made with respect to such shares
      ranking junior to the Voting Preferred Shares, or the date such shares
      ranking junior to the Voting Preferred Shares are redeemed, purchased or
      otherwise acquired or monies paid to or made available for any sinking
      fund for such redemption, or the date any such cash or other property is
      paid or distributed to or for the benefit of any holders of shares ranking
      junior to the Voting Preferred Shares in respect thereof, as the case may
      be.

            (f) In determining the extent to which a distribution with respect
      to the Voting Preferred Shares constitutes a dividend for tax purposes,
      the earnings and profits of the Corporation will be allocated, on a pro
      rata basis, in accordance with the ranking of the class of capital stock
      or series of capital stock, constituting a class within the meaning of
      Code Section 562(c), of the Corporation, as described in Section 7.

            Notwithstanding the provisions of this Section 3, the Corporation
      shall not be prohibited from (i) declaring or paying or setting apart for
      payment any dividend or distribution on any shares ranking junior to or on
      a parity with the Voting Preferred Shares or (ii) redeeming, purchasing or
      otherwise acquiring any shares ranking junior to or on a parity with the
      Voting Preferred Shares, in each case, if such declaration, payment,
      redemption, purchase or other acquisition is necessary in order to assist
      in maintaining the continued qualification of the Corporation as a REIT
      under Section 856 of the Code.

            Section 4. Liquidation Preference. (a) In the event of any
      liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary, before any payment or distribution by the
      Corporation (whether of capital, surplus or otherwise) shall be made to or
      set apart for the holders of shares ranking junior to the Voting Preferred
      Shares, the holders of Voting Preferred Shares shall be entitled to
      receive Twenty-Five Dollars ($25.00) per Voting Preferred Share (the
      "Liquidation Preference"), plus an amount equal to all dividends
      accumulated, accrued and unpaid thereon to the date of final distribution
      to such holders; but such holders shall not be entitled to any further
      payment. Until the holders of the Voting Preferred Shares have been paid
      the Liquidation Preference in full, plus an amount equal to all dividends
      accumulated, accrued and unpaid thereon to the date of final distribution
      to such holders, no payment will be made to any holder of shares ranking
      junior to the Voting Preferred Shares upon the liquidation, dissolution or
      winding up of the Corporation. If, upon any liquidation, dissolution or
      winding up of the Corporation, the assets of the Corporation, or proceeds
      thereof, distributable among the holders of Voting Preferred Shares shall
      be insufficient to pay in full the preferential amount aforesaid and
      liquidating payments on any other shares ranking on a parity with the
      Voting Preferred Shares, then such assets, or the proceeds thereof, shall
      be distributed among the holders of Voting Preferred Shares and any such
      other shares ranking on a parity with the Voting Preferred Shares ratably
      in the same proportion as the respective amounts that would be payable on
      such Voting Preferred Shares and any such other shares ranking on a parity
      with the Voting Preferred Shares if all amounts payable thereon were paid
      in full. For the purposes of this Section 4, (i) a consolidation or merger
      of the Corporation with or into one or more other entities, (ii) a sale,
      lease, transfer or conveyance of all or substantially all of the
      Corporation's assets, or (iii) a statutory share exchange shall not be
      deemed to be a liquidation, dissolution or winding up, voluntary or
      involuntary, of the Corporation.

            (b) Upon any liquidation, dissolution or winding up of the
      Corporation, after payment shall have been made in full to the holders of
      Voting Preferred Shares and any shares


      ranking on a parity with the Voting Preferred Shares, as provided in this
      Section 4, any other shares ranking junior to the Voting Preferred Shares
      shall, subject to the respective terms thereof, be entitled to receive any
      and all assets remaining to be paid or distributed, and the holders of the
      Voting Preferred Shares and any shares ranking on a parity with the Voting
      Preferred Shares shall not be entitled to share therein.

            Section 5. Redemption at the Option of the Corporation. (a) Shares
      of Voting Preferred Shares shall not be redeemable by the Corporation
      prior to September 15, 2003. On and after September 15, 2003, the
      Corporation, at its option, may redeem Voting Preferred Shares, in whole
      or from time to time in part, at a redemption price payable in cash equal
      to $25.00 per share, plus all accumulated, accrued and unpaid dividends to
      the date fixed for redemption (the "Redemption Date"); provided, however,
      that in the event of a redemption of Voting Preferred Shares, if the
      Redemption Date occurs after a dividend record date and on or prior to the
      related Dividend Payment Date, the dividend payable on such Dividend
      Payment Date in respect of such shares called for redemption shall be
      payable on such Dividend Payment Date to the holders of record at the
      close of business on such dividend record date, and shall not be payable
      as part of the redemption price for such shares. In connection with any
      redemption pursuant to this Section 5(a), the redemption price of the
      Voting Preferred Shares (other than any portion thereof consisting of
      accumulated, accrued and unpaid dividends) shall be payable solely with
      the proceeds from the sale by the Corporation of other capital shares of
      the Corporation (whether or not such sale occurs concurrently with such
      redemption). For purposes of the preceding sentence, "capital shares"
      means any common shares, preferred shares, depositary shares,
      participations or other ownership interests (however designated) and any
      rights (other than debt securities convertible into or exchangeable at the
      option of the holder for equity securities (unless and to the extent such
      debt securities are subsequently converted into capital shares)) or
      options to purchase any of the foregoing of or in the Corporation.

            (b) The Redemption Date shall be selected by the Corporation, shall
      be specified in the notice of redemption and shall be not less than 30
      days nor more than 60 days after the date notice of redemption is sent by
      the Corporation.

            (c) If full cumulative dividends on all outstanding Voting Preferred
      Shares have not been declared and paid, or declared and set apart for
      payment, no Voting Preferred Shares may be redeemed unless all outstanding
      Voting Preferred Shares are simultaneously redeemed, and neither the
      Corporation nor any affiliate of the Corporation may purchase or acquire
      Voting Preferred Shares other than pursuant to a purchase or exchange
      offer made on the same terms to all holders of Voting Preferred Shares.

            (d) If the Corporation shall redeem Voting Preferred Shares pursuant
      to paragraph (a) of this Section 5, notice of such redemption shall be
      given to each holder of record of the shares to be redeemed. Such notice
      shall be provided by first class mail, postage prepaid, at such holder's
      address as the same appears on the stock records of the Corporation.
      Neither the failure to mail any notice required by this paragraph (d), nor
      any defect therein or in the mailing thereof to any particular holder,
      shall affect the sufficiency of the notice or the validity of the
      proceedings for redemption with respect to the other holders. Any notice
      which was mailed in the manner herein provided shall be conclusively
      presumed to have been duly given on the date mailed whether or not the
      holder receives the notice. Each such notice shall state, as appropriate:
      (1) the Redemption Date; (2) the number of Voting Preferred Shares to be
      redeemed and, if fewer than all such shares held by such holder are to be
      redeemed, the number of such shares to be redeemed from such holder; (3)
      the place or places at which certificates for such shares are to be
      surrendered for cash; and (4) the redemption price payable on such
      Redemption Date, including,


      without limitation, a statement as to whether or not accumulated, accrued
      and unpaid dividends will be (x) payable as part of the redemption price,
      or (y) payable on the next Dividend Payment Date to the record holder at
      the close of business on the relevant record date as described in the next
      succeeding sentence.

            Notice having been mailed as aforesaid, from and after the
      Redemption Date (unless the Corporation shall fail to make available the
      amount of cash necessary to effect such redemption), (i) dividends on the
      Voting Preferred Shares so called for redemption shall cease to accumulate
      or accrue on the Voting Preferred Shares called for redemption, (ii) said
      shares shall no longer be deemed to be outstanding, and (iii) all rights
      of the holders thereof as holders of Voting Preferred Shares of the
      Corporation shall cease except the rights to receive the cash payable upon
      such redemption, without interest thereon, upon surrender and endorsement
      of their certificates if so required; provided, however, that if the
      Redemption Date for any Voting Preferred Shares occurs after any dividend
      record date and on or prior to the related Dividend Payment Date, the full
      dividend payable on such Dividend Payment Date in respect of such Voting
      Preferred Shares called for redemption shall be payable on such Dividend
      Payment Date to the holders of record of such shares at the close of
      business on the corresponding dividend record date notwithstanding the
      prior redemption of such shares. The Corporation's obligation to make
      available the redemption price in accordance with the preceding sentence
      shall be deemed fulfilled if, on or before the applicable Redemption Date,
      the Corporation shall irrevocably deposit in trust with a bank or trust
      company (which may not be an affiliate of the Corporation) that has, or is
      an affiliate of a bank or trust company that has, a capital and surplus of
      at least $50,000,000, such amount of cash as is necessary for such
      redemption plus, if such Redemption Date occurs after any dividend record
      date and on or prior to the related Dividend Payment Date, such amount of
      cash as is necessary to pay the dividend payable on such Dividend Payment
      Date in respect of such Voting Preferred Shares called for redemption,
      with irrevocable instructions that such cash be applied to the redemption
      of the Voting Preferred Shares so called for redemption and, if
      applicable, the payment of such dividend. No interest shall accrue for the
      benefit of the holders of Voting Preferred Shares to be redeemed on any
      cash so set aside by the Corporation. Subject to applicable escheat laws,
      any such cash unclaimed at the end of two years from the Redemption Date
      shall revert to the general funds of the Corporation, after which
      reversion the holders of Voting Preferred Shares so called for redemption
      shall look only to the general funds of the Corporation for the payment of
      such cash.

            As promptly as practicable after the surrender in accordance with
      such notice of the certificates for any such Voting Preferred Shares to be
      so redeemed (properly endorsed or assigned for transfer, if the
      Corporation shall so require and the notice shall so state), such
      certificates shall be exchanged for cash (without interest thereon) for
      which such shares have been redeemed in accordance with such notice. If
      fewer than all the outstanding Voting Preferred Shares are to be redeemed,
      shares to be redeemed shall be selected by the Corporation from
      outstanding Voting Preferred Shares not previously called for redemption
      by lot or, with respect to the number of Voting Preferred Shares held of
      record by each holder of such shares, pro rata (as nearly as may be) or by
      any other method as may be determined by the Board of Directors in its
      discretion to be equitable. If fewer than all the shares of Voting
      Preferred Shares represented by any certificate are redeemed, then a new
      certificate representing the unredeemed shares shall be issued without
      cost to the holders thereof.

            Section 6. Status of Reacquired Shares. All Voting Preferred Shares
      which shall have been issued and reacquired in any manner by the
      Corporation shall be deemed retired.


            Section 7. Ranking. The Voting Preferred Shares rank prior to, on a
      parity with, or junior to other shares of capital stock of the Corporation
      in accordance with Item XIII of this Division A.

            Section 8. Voting. (a) If and whenever six quarterly dividends
      (whether or not consecutive) payable on the Voting Preferred Shares or any
      series or class of shares ranking on a parity with the Voting Preferred
      Shares shall be in arrears (which shall, with respect to any such
      quarterly dividend, mean that any such dividend has not been paid in
      full), the number of directors then constituting the Board of Directors
      shall be increased by two (if not already increased by reason of similar
      types of provisions with respect to shares ranking on a parity with the
      Voting Preferred Shares of any other class or series which is entitled to
      similar voting rights (the "Arrearage Voting Preferred Shares")) and the
      holders of Voting Preferred Shares, together with the holders of shares of
      all other Arrearage Voting Preferred Shares then entitled to exercise
      similar voting rights, voting as a single class regardless of class or
      series, shall be entitled to elect the two additional directors to serve
      on the Board of Directors at any annual meeting of shareholders or special
      meeting held in place thereof, or at a special meeting of the holders of
      the Voting Preferred Shares and the Arrearage Voting Preferred Shares
      called as hereinafter provided. Whenever all arrearages in dividends on
      the Voting Preferred Shares and the Arrearage Voting Preferred Shares then
      outstanding shall have been paid and dividends thereon for the current
      quarterly dividend period shall have been declared and paid, or declared
      and set apart for payment, then the right of the holders of the Voting
      Preferred Shares and the Arrearage Voting Preferred Shares to elect such
      additional two directors shall cease (but subject always to the same
      provision for the vesting of such voting rights in the case of any similar
      future arrearages), and the terms of office of all persons elected as
      directors by the holders of the Voting Preferred Shares and the Arrearage
      Voting Preferred Shares shall forthwith terminate and the number of
      directors constituting the Board of Directors shall be reduced
      accordingly. At any time after such voting power shall have been so vested
      in the holders of Voting Preferred Shares and the Arrearage Voting
      Preferred Shares, if applicable, the Secretary of the Corporation may, and
      upon the written request of any holder of at least ten percent (10%) of
      Voting Preferred Shares (addressed to the Secretary at the principal
      office of the Corporation) shall, call a special meeting of the holders of
      the Voting Preferred Shares and of the Arrearage Voting Preferred Shares
      for the election of the two directors to be elected by them as herein
      provided, such call to be made by notice similar to that provided in the
      Code of Regulations of the Corporation for a special meeting of the
      shareholders or as required by law. If any such special meeting required
      to be called as above provided shall not be called by the Secretary within
      20 days after receipt of any such request, then any holder of Voting
      Preferred Shares may call such meeting, upon the notice above provided,
      and for that purpose shall have access to the stock books of the
      Corporation. The directors elected at any such special meeting shall hold
      office until the next annual meeting of the shareholders or special
      meeting held in lieu thereof if such office shall not have previously
      terminated as above provided. If any vacancy shall occur among the
      directors elected by the holders of the Voting Preferred Shares and the
      Arrearage Voting Preferred Shares, a successor shall be elected by the
      Board of Directors, upon the nomination of the then-remaining director
      elected by the holders of the Voting Preferred Shares and the Arrearage
      Voting Preferred Shares or the successor of such remaining director, to
      serve until the next annual meeting of the shareholders or special meeting
      held in place thereof if such office shall not have previously terminated
      as provided above.

            (b) So long as any Voting Preferred Shares are outstanding, in
      addition to any other vote or consent of shareholders required by law or
      by the Amended and Restated Articles of Incorporation of the Corporation,
      the affirmative vote of at least 66-2/3% of the votes entitled to be cast
      by the holders of the Voting Preferred Shares voting as a single class
      with the holders of


      all other classes or series of shares ranking on a parity with the Voting
      Preferred Shares entitled to vote on such matters, given in person or by
      proxy, either in writing without a meeting or by vote at any meeting
      called for the purpose, shall be necessary for effecting or validating:

            (i) Any amendment, alteration or repeal of any of the provisions of,
      or the addition of any provision to, the Amended and Restated Articles of
      Incorporation or the Code of Regulations of the Corporation, whether by
      merger, consolidation or otherwise (an "Event"), that materially adversely
      affects the voting powers, rights or preferences of the holders of the
      Voting Preferred Shares; provided, however, that the amendment of the
      provisions of the Amended and Restated Articles of Incorporation (A) so as
      to authorize or create, or to increase the authorized amount of, or issue,
      any shares ranking junior to the Voting Preferred Shares or any shares of
      any class or series of shares ranking on a parity with the Voting
      Preferred Shares or (B) with respect to the occurrence of any Event, so
      long as the Voting Preferred Shares remains outstanding with the terms
      thereof materially unchanged, taking into account that upon the occurrence
      of the Event, the Corporation may not be the surviving entity, shall not
      in either case be deemed to materially adversely affect the voting powers,
      rights or preferences of the holders of Voting Preferred Shares; or

            (ii) The authorization, creation of, increase in the authorized
      amount of, or issuance of any shares of any class or series of shares
      ranking prior to the Voting Preferred Shares or any security convertible
      into shares of any class or series of shares ranking prior to the Voting
      Preferred Shares (whether or not such class or series of shares ranking
      prior to the Voting Preferred Shares is currently authorized);

      provided, however, that no such vote of the holders of Voting Preferred
      Shares shall be required if, at or prior to the time when such amendment,
      alteration or repeal is to take effect, or when the issuance of any such
      shares ranking prior to the Voting Preferred Shares or convertible or
      exchangeable security is to be made, as the case may be, provision is made
      for the redemption of all shares of Voting Preferred Shares at the time
      outstanding to the extent such redemption is authorized by Section 5.

            (c) In addition to the foregoing, the holders of Voting Preferred
      Shares shall be entitled to vote on all matters (for which holders of
      Common Shares shall be entitled to vote thereon) at all meetings of the
      shareholders of the Corporation, and shall be entitled to one vote for
      each Voting Preferred Share entitled to vote at such meeting.

            Section 9. Record Holders. The Corporation and its transfer agent
      may deem and treat the record holder of any Voting Preferred Shares as the
      true and lawful owner thereof for all purposes, and neither the
      Corporation nor such transfer agent shall be affected by any notice to the
      contrary.

            Section 10. Restrictions on Ownership and Transfers. The Voting
      Preferred Shares are subject to the provisions of Article XIV of this
      Division A pertaining to restrictions on ownership and transfers,
      including without limitation the provisions relative to Excess Preferred
      Shares (as defined in Item XIV).


      FURTHER RESOLVED, that the Amended and Restated Articles of Incorporation
of the Corporation, as amended, be and they hereby are amended by deleting Item
XIII of Division A of Article FOURTH in its entirety and replacing it with the
following:

      XIII.  Definitions.  For the purposes of this Division:

            (a) Whenever reference is made to shares "ranking prior to" Class A
      Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares,
      Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J
      Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares,
      such reference shall mean and include all shares of the Corporation in
      respect of which the rights of the holders thereof as to the payment of
      dividends or as to distributions in the event of a voluntary or
      involuntary liquidation, dissolution or winding up of the affairs of the
      Corporation are given preference over the rights of the holders of Class A
      Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares,
      Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J
      Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares,
      as the case may be;

            (b) Whenever reference is made to shares "on a parity with" Class A
      Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares,
      Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J
      Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares,
      such reference shall mean and include all shares of the Corporation in
      respect of which the rights of the holders thereof as to the payment of
      dividends or as to distributions in the event of a voluntary or
      involuntary liquidation, dissolution or winding up of the affairs of the
      Corporation rank equally (except as to the amounts fixed therefor) with
      the rights of the holders of Class A Shares, Class B Shares, Class C
      Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares,
      Class H Shares, Class I Shares, Class J Shares, Class K Shares,
      Noncumulative Shares or Voting Preferred Shares, as the case may be; and

            (c) Whenever reference is made to shares "ranking junior to" Class A
      Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares,
      Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J
      Shares, Class K Shares, Noncumulative Shares or Voting Preferred Shares,
      such reference shall mean and include all shares of the Corporation other
      than those defined under Subsections (a) and (b) of this Section as shares
      "ranking prior to" or "on a parity with" Class A Shares, Class B Shares,
      Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G
      Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares,
      Noncumulative Shares or Voting Preferred Shares, as the case may be.

      FURTHER RESOLVED, that the Amended and Restated Articles of Incorporation
of the Corporation, as amended, be and they hereby are amended by deleting the
definition of "Preferred Shares" in Item XIV of Division A of Article FOURTH in
its entirety and replacing it with the following:

            "Preferred Shares" shall mean, collectively, Class A Shares, Class B
      Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares,
      Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K
      Shares, Noncumulative Shares and Voting Preferred Shares.

EX-12

Exhibit 12 Ratio of Earnings to Fixed Charges

EX-23

                                                                      Exhibit 23



We consent to the use of our report dated March 18, 2003, with respect to the
consolidated financial statements of JDN Realty Corporation included in the Form
8-K, as filed with the Securities and Exchange Commission on March 19, 2003, of
Developers Diversified Realty Corporation.


                                               /s/ Ernst & Young, LLP

Atlanta, Georgia
March 19, 2003

EX-99

                                                                     Exhibit 99

On March 13, 2003, Developers Diversified Realty Corporation disseminated the
following press release:

DEVELOPERS DIVERSIFIED REALTY CORPORATION AND JDN REALTY COMPLETE MERGER

CLEVELAND Mar 13, 2003 - Developers Diversified Realty Corporation (NYSE: DDR)
and JDN Realty Corporation (NYSE: JDN) announced today that the merger of
Developers Diversified and JDN has been completed. Developers Diversified's
shareholders approved the merger on January 29, 2003 and JDN's shareholders
approved the merger earlier today. The transaction adds over one billion dollars
of assets to Developers Diversified's portfolio, increasing its asset base by
approximately 30%. Developers Diversified believes that it now represents the
largest shopping center REIT based on its approximately $5 billion total market
capitalization and its aggregate operating and development portfolio of nearly
87 million square feet of gross leasable retail area under management.

Scott A. Wolstein, Chairman & CEO of Developers Diversified, commented, "We are
pleased the shareholders of both companies have overwhelmingly voted in favor of
the merger transaction. This transaction significantly enhances Developers
Diversified's portfolio through the unification of two parallel businesses and
broadens our existing tenant relationships with the nation's leading retailers,
particularly Wal-Mart, Lowe's, Kohl's and TJ Maxx/Marshall's. Moreover, through
these strong relationships, Developers Diversified can significantly enhance the
profitability of those pipeline development projects formerly owned by JDN."

Mr. Wolstein continued, "From a balance sheet perspective, the transaction is
essentially leverage neutral. The transaction will also provide additional
opportunities for the combined company to de-lever through sales of non-core
operating assets and excess land. Of the $150 million of JDN's non-core retail
properties that have been identified for disposition, approximately $82 million
have been sold to date with another $27 million anticipated to close during the
next several weeks. Moreover, the total net funding requirement for JDN's
development projects currently in process has been reduced from $97 million at
mid-year 2002 to its current level of $46 million."

Craig Macnab, President and Chief Executive Officer of JDN Realty Corporation,
commented, "We have always believed that this transaction was in the best
interest of our stockholders, and as evidenced by the support our stockholders
have given this merger, they too see the long-term merits of this merger. I am
pleased with the fact that as of today, JDN's stockholders will share in the
future growth of Developers Diversified, as well as benefit from the depth and
breadth of its management team, its extensive tenant relationships, development
expertise and the additional financial flexibility offered by Developers
Diversified's strong balance sheet. I look forward to being a part of Developers
Diversified as a board member as it continues to grow its business."

Effective today, Developers Diversified has also refinanced JDN's $300 million
secured credit facility with a $300 million unsecured senior term loan. The new
term loan has a one-year term and an option to extend for up to an additional
year at the Company's option. The new loan will effectively unencumber nearly
$500 million of JDN assets. Compared with JDN's former annual interest rate of
approximately 3.39% (LIBOR plus 212.5 basis points), Developers Diversified will
pay approximately 2.26% (LIBOR plus 100 basis points). The Company estimates
that based on current LIBOR rates and existing borrowings outstanding, it will
save approximately $2.6 million in annual interest expense. Developers
Diversified will also use the new credit facility to refinance $75 million of
former JDN debt, which is due at the end of March, at an additional savings of
approximately $3.2 million in annual interest expense.

As provided for in the merger agreement, JDN common shareholders received 0.518
of a Developers Diversified common share in exchange for each share of JDN
common stock. As a result, Developers Diversified's share base increased by 18
million shares, from approximately 67.0 million common shares to approximately
85 million common shares, on a fully diluted basis.

Developers Diversified now owns and manages over 400 retail operating and
development properties totaling nearly 87 million square feet of real estate in
44 states. Developers Diversified is a self-administered and self-managed real
estate investment trust (REIT) operating as a fully integrated real estate
company which develops, leases and manages shopping centers. You can learn more
about Developers Diversified on the internet at www.ddrc.com.

Banc of America Securities LLC and Wells Fargo Bank, N.A. acted as Co-Lead
Arrangers for Developers Diversified's new unsecured senior term loan.  Bank
of America, NA serves as Administrative Agent.

Developers Diversified Realty Corporation considers portions of this information
to be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
both as amended, with respect to the Company's expectation for future periods.
Although Developers Diversified believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. For this purpose, any
statements contained herein that are not historical fact may be deemed to be
forward looking statements. There are a number of important factors that could
cause the results of Developers Diversified to differ materially from those
indicated by such forward-looking statements, including, among other factors,
local conditions such as oversupply of space or a reduction in demand for real
estate in the area, competition from other available space, dependence on rental
income from real property or the loss of a major tenant. For more details on the
risk factors, please refer to the Company's Annual Report on Form on 10-K for
the year-end December 31, 2002, which was filed on March 12, 2003.

                                       ###

CONTACT: Michelle A. Mahue, Vice President of Investor Relations of Developers
Diversified Realty Corp., +1-216-755-5500, or Fax, +1-216-755-1455, or E-mail,
mmahue@ddrc.com