Boston Scientific : Certificate of Designations of Mandatory Convertible Preferred Stock, Series A

DelawarePage 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "BOSTON SCIENTIFIC CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MAY, A.D. 2020, AT 6:38 O`CLOCK P.M.

874815 8100	Authentication: 202993758
SR# 20204659545	Date: 05-26-20

You may verify this certificate online at corp.delaware.gov/authver.shtml

Stateeof Delaware

Secrtary of State

Division of Corporations

Delivered 06:38 P.1 05/26/2020

FILED 06:38 PM 05/26/2020

CERTIFICATE OF DESIGNATIONS SR 20204659545 - FileNumber 874815

OF

5.50% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A

OF

BOSTON SCIENTIFIC CORPORATION

Boston Scientific Corporation, a Delaware corporation (the "Corporation"),hereby certifies that, pursuant to the provisions ofSections 103, 141 and 151 ofthe General Corporation Law ofthe State ofDelaware, (a) on May 19, 2020, the board ofdirectors ofthe Corporation (the "Board of Directors"),pursuant to authority conferred upon the Board ofDirectors by the Third Restated Certificate ofincorporation ofthe Corporation (as such may be amended, modified or restated from time to time, the "Third Restated Certificate ofIncorporation"),delegated to its Pricing Committee (the "Pricing Committee"),the power to create, designate, authorize and provide for the issuance of shares of a new series of the Corporation's undesignated preferred stock, to be designated the "5.50% Mandatory Convertible Preferred Stock, Series A," and to establish the number ofshares to be included in such series, and to fix the powers, designations, preferences, rights and qualifications, limitations or restrictions and other term thereof, to be set forth in this Certificate of Designations (the "Certificate ofDesignations");and (b) on May 21, 2020, the Pricing Committee adopted the resolution set forth immediately below, which resolution is now, and at all times since its date ofadoption has been, in full force and effect:

RESOLVED, that, pursuant to the authority conferred upon the Board ofDirectors by the Third Restated Certificate ofIncorporation, which authorizes the issuance ofup to 50,000,000 shares ofpreferredstock, par value $0.01 per share, a series ofpreferred stock be, and hereby is, created and designated the 5.50% Mandatory Convertible Preferred Stock, Series A, and that the designation and number ofshares ofsuch series, and the voting powers, designations, preferences, rights and qualifications, limitations or restrictions and other terms thereof, which will be set forth in the Certificate ofDesignations, as it may be amended from time to time as follows:

.Part1. Designation and Number of Shares.Pursuant to the Third Restated Certificate ofIncorporation, there is hereby created out ofthe authorized and unissued shares of preferred stock of the Corporation, par value $0.01 per share ("Preferred Stock"),a series ofPreferred Stock consisting of 10,062,500 shares of Preferred Stock designated as the "5.50% Mandatory Convertible Preferred Stock, Series A" (the "Mandatory Convertible Preferred Stock").Such number ofshares may be decreased by resolution ofthe Board of Directors or any duly authorized committee thereof, subject to the terms and conditions hereofand the requirements ofapplicable law; providedthat no decrease shall reduce the number ofshares ofMandatory Convertible Preferred Stock to a number less than the number of such shares then outstanding.

Part 2.Standard Provisions.The Standard Provisions contained in Annex Aattached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part ofthis Certificate ofDesignations to the same extent as ifsuch provisions had been set forth in full in the Certificate of Designations.

IN WITNESS WHEREOF, the Corporation has caused this Certificate ofDesignations to be duly executed this 26thday ofMay, 2020.

BOSTON SCIENTIFIC CORPORATION

By: IslRobert J. Castagna

Name: Robert J. Castagna

Title: Vice President and Treasurer

[Signature Page to Certificate ofDesignations ofMandatory Convertible Preferred Stock]

ANNEX A

STANDARD PROVISIONS

Section1. General Matters; Ranking.Each share ofMandatory Convertible Preferred Stock shall be identical in all respects to every other share ofMandatory Convertible Preferred Stock. The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or distribution rights upon the liquidation, winding­ up or dissolution, as applicable, ofthe Corporation, shall rank (i) senior to each class or series ofJunior Stock,

1. on parity with each class or series ofParity Stock, (iii) junior to each class or series ofSenior Stock and

1. junior to the Corporation's existing and future indebtedness and otherliabilities.

Section 2.Standard Definitions.As used herein with respect to Mandatory Convertible Preferred

Stock:

"Accumulated Dividend Amount" means, with respect to any Fundamental Change, the aggregate amount of accumulated and unpaid dividends, ifany, that have not been declared for Dividend Periods prior to the relevant Fundamental Change Effective Date, including for the partial Dividend Period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date, subject to the proviso in Section 9(a).

"ADRs" shall have the meaning set forth in Section 14.

"Agent Members" shall have the meaning set forth in Section 20(a).

"Armlicable Market Value" means the Average VWAP per share ofCommon Stock over the Settlement

Period.

"Average Price" shall have the meaning set forth in Section 3(c)(iii).

"Average VWAP" per share over a certain period means the arithmetic average ofthe VWAP per share for each Trading Day in the relevant period.

"Averaging Period" shall have the meaning set forth in Section 13(a)(v).

"Board of Directors" shall have the meaning set forth in the recitals.

"Business Day" means any day other than a Saturday or Sunday or any other day on which commercial banks in New York City are authorized or required by law or executive order to close or be closed.

"By-Laws" means the Amended and Restated By-Laws ofthe Corporation, as they may be amended or restated from time to time.

"Certificate of Designations" shall have the meaning set forth in the recitals.

"Clause A Distribution" shall have the meaning set forth in Section l 3(a)(iii)(A).

"Clause B Distribution" shall have the meaning set forth in Section 13(a)(iii)(B).

"Clause C Distribution" shall have the meaning set forth in Section 13(a)(iii)(B)(l).

"close ofbusiness" means 5:00 p.m., New York City time.

"Common Stock" means the common stock, par value $0.01 per share, ofthe Corporation.

"Conversion and Dividend Disbursing Agent" means Computershare Inc., the Corporation's duly appointed conversion and dividend disbursing agent for Mandatory Convertible Preferred Stock, and any successor appointed under Section 15.

"Conversion Date" shall mean the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date, as applicable.

"Comoration" shall have the meaning set forth in the recitals.

"Depositary" means OTC or its nominee or any successor appointed by the Corporation.

"Dividend Payment Date" means March 1, June I, September I and December I of each year to, and including, June 1, 2023, commencing on September 1, 2020.

"Dividend Period" means the period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on, and include, the Initial Issue Date and shall end on, and exclude, the September 1, 2020 Dividend Payment Date.

"Dividend Rate" shall have the meaning set for in Section 3(a).

"OTC" means The Depository Trust Company.

"Early Conversion" shall have the meaning set forth in Section 8(a).

"Early Conversion Additional Conversion Amount" shall have the meaning set forth in Section 8(b)(i).

"Early Conversion Average Price" shall have the meaning set forth in Section 8(b)(ii).

"Early Conversion Date" shall have the meaning set forth in Section 1 O(b).

"Early Conversion Settlement Period" shall have the meaning set forth in Section 8(b)(ii).

"Effective Date," shall mean the first date on which the shares of Common Stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.

"Ex-Date" means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of the Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Exchange Property" shall have the meaning set forth in Section 14.

"Expiration Date" shall have the meaning set forth in Section 13(a)(v).

"Fixed Conversion Rates" means the Maximum Conversion Rate and the Minimum Conversion Rate.

"Floor Price" shall have the meaning set forth in Section 3(e)(ii).

A "Fundamental Change" shall be deemed to have occurred, at any time after the Initial Issue Date of the Mandatory Convertible Preferred Stock, if any of the following occurs:

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1. any "person" or "group" (as such terms are used for purposes ofSections 13(d) and 14(d) ofthe Exchange Act, whether or not applicable), other than the Corporation, any ofitsWholly-Owned Subsidiaries or any ofthe Corporation's or its Wholly-Owned Subsidiaries' employee benefit plans, filing a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofmore than 50% ofthe total voting power in the aggregate ofall classes ofcapital stock then outstanding entitled to vote generally in elections ofthe Corporation's directors;
2. the consummation of (A) any recapitalization, reclassification or change ofthe Common Stock (other than changes resulting from a subdivision or combination or change in par value) as a result ofwhich the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or a combination thereof); (B) any consolidation, merger or other combination ofthe Corporation or binding share exchange pursuant to which the Common Stock will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination thereof); or (C) any sale, lease or other transfer or disposition in one transaction or a series oftransactions ofall or substantially all of the consolidated assets of the Corporation and its Subsidiaries taken as a whole, to any person other than one or more ofitsWholly-Owned Subsidiaries; or
3. the Common Stock (or other Exchange Property) ceases to be listed or quoted for trading on any of NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or another U.S. national securities exchange or any oftheir respective successors).

However, a transaction or transactions described in clause (i) or clause (ii) above will not constitute a Fundamental Change ifat least 90% ofthe consideration received or to be received by holders ofCommon Stock, excluding cash payments for fractional shares or pursuant to statutory appraisal rights, in connection with such transaction or transactions consists ofshares ofcommon stock that are listed or quoted on any ofNYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result ofsuch transaction or transactions such consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) becomes the Exchange Property.

"Fundamental Change Conversion" shall have the meaning set forth in Section 9(a)(i).

"Fundamental Change Conversion Date" shall have the meaning set forth in Section 10(c).

"Fundamental Change Conversion Period" means the period commencing on, and including, the Fundamental Change Effective Date and ending at the close ofbusiness on the date that is 20 calendar days after the Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after the date ofnotice ofsuch Fundamental Change), but in no event later than June 1, 2023. Ifthe Corporation provides the Fundamental Change Notice later than the second Business Day following the Fundamental Change Effective Date, the Fundamental Change Conversion Period shall be extended by a number ofdays equal to the number of days from, and including, the Fundamental Change Effective Date to, but excluding, the date ofsuch Fundamental Change Notice; provided, however, that the Fundamental Change Conversion Period shall not be extended beyond June 1, 2023.

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"Fundamental Change Conversion Rate" means, for any Fundamental Change Conversion, the conversion rate per share ofMandatory Convertible Preferred Stock set forth in the table below for the Fundamental Change Effective Date and the Fundamental Change Share Price applicable to such Fundamental Change:

.Fundamental							.Fundamental Change Share .Prke
Change
Effective Date	$10.00	$15.00	$20.00	$25.00	$30.00	$34.25	$37.50	$40.00	$41.96	$45.00	$50.00	$55.00	$60.00	$75.00
May27,2020	2.8542	2.7933	2.7095	2.6255	25532	2.5037	2.4729	2.4529	24394	24214	2.3988	2.3828	23715	2.3544
June l, 2021	2.8856	2.8539	2.7863	2.6998	26145	2.5520	2.5122	2.4863	24687	24455	2.4169	2.3973	23842	2.3660
June l, 2022	2.9050	2.9007	2.8724	2.8033	27052	2.6193	2.5610	2.5225	24965	24633	2.4248	2.4014	23878	2.3739
June l,2023	2.9197	2.9197	2.9197	2.9197	29197	2.9197	2.6667	2.5000	23834	23834	2.3834	2.3834	23834	2.3834

The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth in the table, in which case:

1. ifthe Fundamental Change Share Price is between two Fundamental Change Share Price amounts in the table above or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table above, the Fundamental Change Conversion Rate shall be determined by astraight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365 or 366-day year, as applicable;
2. ifthe Fundamental Change Share Price is in excess of$100.00 per share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Share Price set forth in the first row ofthe table above), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate; and
3. ifthe Fundamental Change Share Price is less than $10.00 per share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Share Price set forth in the first row ofthe table above), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate.

The Fundamental Change Share Prices in the column headings in the table above are each subject to adjustment as ofany date on which the Fixed Conversion Rates are adjusted. The adjusted Fundamental Change Share Prices shall equal (x) the Fundamental Change Share Prices applicable immediately prior to such adjustment, multipliedby(y) a fraction, the numerator ofwhich is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Fundamental Change Share Price adjustment and the denominator ofwhich is the Minimum Conversion Rate as so adjusted. The Fundamental Change Conversion Rates set forth in the table above are each subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in Section 13.

"Fundamental Change Conversion Right" shall have the meaning set forth in Section 9(a).

"Fundamental Change Dividend Make-Whole Amount" shall have the meaning set forth in Section 9(a)(ii).

"Fundamental Change Effective Date" shall mean the effective date ofthe relevant Fundamental Change.

"Fundamental Change Notice" shall have the meaning set forth in Section 9(b).

"Fundamental Change Share Price"means, for any Fundamental Change, the price paid or deemed paid per share ofCommon Stock in such Fundamental Change, which shall equal (i) ifall holders ofCommon Stock receive only cash in such Fundamental Change, the amount ofcash paid per share ofCommon Stock in such Fundamental Change, and (ii) in all other cases, the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Fundamental Change Effective Date.

$100.00

2.3477

2.3601

2.3716

2.3834

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"Global Preferred Share" shall have the meaning set forth in Section 20(a).

"Holder" means each Person in whose name shares of Mandatory Convertible Preferred Stock are registered, who shall be treated by the Corporation and the Registrar as the absolute owner ofthose shares of Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

"Initial Issue Date" means May 27, 2020, the first original issue date of shares of Mandatory Convertible Preferred Stock.

"Initial Price" means $100.00, divided bythe Maximum Conversion Rate, which quotient is initially equal to $34.25.

"Junior Stock" means (i) the Common Stock and (ii) each other class or series of capital stock ofthe Corporation established after the Initial Issue Date, the terms ofwhich do not expressly provide that such class or series ranks either (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon its liquidation, winding-up or dissolution or (y) on parity with Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation's liquidation, winding-up or dissolution.

"Last Reported Sale Price" on any date means (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, ifmore than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the Relevant Stock Exchange; (ii) if the Common Stock is not listed for trading on the Relevant Stock Exchange on such date, the last quoted bid price for the Common Stock in the over-the-counter market on such date as reported by OTC Markets Group Inc. or a similar organization; and (iii) if the Common Stock is not so quoted, the average ofthe mid-point of the last bid and ask prices for the Common Stock on such date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

"Liquidation Dividend Amount" shall have the meaning set forth in Section 4(a).

"Liquidation Preference" means, as to Mandatory Convertible Preferred Stock, $100.00 per share.

"Mandatory Conversion" shall have the meaning set forth in Section 7(a).

"Mandatory Conversion Additional Conversion Amount" shall have the meaning set forth in Section 7(c)(i).

"MandatoryConversion Date" means the second Business Day immediately following the last Trading Day ofthe Settlement Period. The Mandatory Conversion Date is expected to be June I, 2023. Ifthe Mandatory Conversion Date occurs after June 1, 2023 (whether because a Scheduled Trading Day during the Settlement Period is not a Trading Day due to the occurrence ofa Market Disruption Event or otherwise), no interest or other amounts will accrue as a result of such postponement.

"MandatoryConversion Rate" shall have the meaning set forth in Section 7(b).

"Mandatory Convertible Preferred Stock"shall have the meaning set forth in Part 1 ofthis Certificate of Designations.

"Market Disruption Event''means (i) a failure by the Relevant Stock Exchange to open for trading during its regnlar trading session; or (ii) the occurrence or existence, prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock, for more than a one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Common Stock.

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"Maximum Conversion Rate" shall have the meaning set forth in Section 7(b)(iii).

"Minimum Conversion Rate" shall have the meaning set forth in Section 7(b)(i).

"Nonpayment" shall have the meaning set forth in Section 6(b)(i).

"Nonpayment Remedy" shall have the meaning set forth in Section 6(b)(iii).

"NYSE" means The New York Stock Exchange.

"Officer" means the ChiefExecutive Officer, the ChiefFinancial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary ofthe Corporation.

"open of business" means 9:00 a.m., New York City time.

"Parity Stock" means any class or series of capital stock ofthe Corporation established after the Initial Issue Date, the terms ofwhich expressly provide that such class or series shall rank on parity with Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon the Corporation's liquidation, winding-up or dissolution.

"Person" means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

"Preferred Stock" shall have the meaning set forth in Part 1 ofthis Certificate ofDesignations.

"Preferred Stock Directors" shall have the meaning set forth in Section 6(b)(i).

"Pricing Committee" shall have the meaning set forth in the recitals.

"Prospectus Supplement"means the preliminary prospectus supplement dated May 20, 2020 relating to the offering and sale ofthe Mandatory Convertible Preferred Stock, as supplemented by the related pricing term sheet.

"Record Date"means, with respect to any dividend, distribution or other transaction or event in which the holders ofthe Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).

"Record Holder"means, with respect to any Dividend Payment Date, a Holder of record ofMandatory Convertible Preferred Stock as such Holder appears on the stock register ofthe Corporation at the close ofbusiness on the related Regular Record Date.

"Registrar"initially means Computershare Inc., the Corporation's duly appointed registrar for Mandatory Convertible Preferred Stock and any successor appointed under Section 15.

"Regular Record Date"means, with respect to any Dividend Payment Date, the February 15, May 15, August 15 and November 15, as the case may be, immediately preceding the relevant Dividend Payment Date. These Regular Record Dates shall apply regardless ofwhether a particular Regular Record Date is a Business Day.

"Relevant Stock Exchange"means NYSE or, ifthe Common Stock is not then listed on NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, ifthe

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Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading.

"Reorganization Event" shall have the meaning set forth in Section 14.

"Scheduled Trading Day" means any day that is scheduled to be a Trading Day.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

"Senior Stock" means each class or series ofcapital stock ofthe Corporation established after the Initial Issue Date, the terms ofwhich expressly provide that such class or series shall rank senior to Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation's liquidation, winding-up or dissolution.

"Settlement Period" means the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding June I, 2023.

"Share Dilution Amount" means the increase in the number ofdiluted shares of Common Stock

outstanding (determined in accordance with U.S. generally accepted accounting principles, and as measured from the Initial Issue Date) resulting from the grant, vesting or exercise ofequity-based compensation to directors, employees and agents and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

"Shelf Registration Statement" means a shelfregistration statement filed with the Securities and Exchange Commission in connection with the issuance ofor resales ofshares ofCommon Stock issued as payment ofa dividend on shares ofthe Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion.

"Spin-Off' means a payment ofa dividend or other distribution on the Common Stock ofshares ofcapital stock ofany class or series, or similar equity interest, ofor relating to a Subsidiaryor other business unit of the Corporation that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange.

"Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity ofwhich more than 50% ofthe total voting power ofshares ofcapital stock or other interests (including partnership interests) entitled (without regard to the occurrence ofany contingency) to vote in the election of directors, managers, general partners or trustees thereofis at the time owned or controlled, directly or indirectly, by

1. such Person; (ii) such Person and one or more Subsidiaries ofsuch Person; or (iii) one or more Subsidiaries of such Person.

"Third Restated Certificate ofIncomoration" shall have the meaning set forth in the recitals.

"Threshold Appreciation Price" means $100.00, dividedbythe Minimum Conversion Rate, which quotient is initially equal to approximately $41.96.

"Trading Day" means a day on which (i) there is no Market Disruption Event and (ii) trading in Common Stock generally occurs on the Relevant Stock Exchange: provided that if the Common Stock is not listed or admitted for trading, "Trading Day" means any Business Day.

"Transfer Agent" shall initially mean Computershare Inc., the Corporation's duly appointed transfer agent for Mandatory Convertible Preferred Stock and any successor appointed under Section 15.

"Trigger Event" shall have the meaning set forth in Section 13(a)(iii)(A).

"Unit ofExchange Property" shall have the meaning set forth in Section 14.

"Valuation Period" shall have the meaning set forth in Section 13(a)(iii).

"Voting Preferred Stock" means any other class or series ofPreferred Stock, ranking equally with Mandatory Convertible Preferred Stock as to dividends and to the distribution ofassets upon liquidation, dissolution or winding-up and upon which like voting rights for the election ofdirectors have been conferred and are exercisable.

"VWAP" per share ofCommon Stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page "BSXAQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is not available, the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose).

"Wholly-Owned Subsidiary" means, with respect to any Person, any Subsidiaryof such Person, except that, solely for purposes of this definition, the reference to "more than 50%" in the definition of "Subsidiary" shall be deemed to be replaced by a reference to "100%".

Section 3.

Dividends.

1. Rate.Subject to the rights of holders of any class or series of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board of Directors (or an authorized committee thereof) out of funds ofthe Corporation legally available for payment, in the case of dividends paid in cash, and shares of Common Stock legally permitted to be issued, in the case ofdividends paid in shares of Common Stock, cumulative dividends at the rate per annum of5.50% of the Liquidation Preference per share of Mandatory Convertible Preferred Stock (the"Dividend Rate")(equivalent to $5.50 per annum per share), payable in cash, by delivery ofshares of Common Stock or through any combination of cash and shares of Common Stock pursuant to Section 3(c), as determined by the Corporation in its sole discretion (subject to the limitations set forth in Section3(e)).

Ifdeclared, dividends on Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available or shares of Common Stock legally permitted for the payment ofsuch dividends.

Ifdeclared, dividends shall be payable on the relevant Dividend Payment Date to Record Holders on the immediately preceding Regular Record Date, whether or not such Record Holders early convert their shares of Mandatory Convertible Preferred Stock, or such shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding Dividend Payment Date. Ifa Dividend Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full Dividend Period (subsequent to the initial Dividend Period) shall be computed by dividing the Dividend Rate by four. Dividends payable on Mandatory Convertible Preferred Stock for the initial Dividend Period and any other partial Dividend Period shall be computed based upon the actual number ofdays elapsed during such period over a 360-day year (consisting oftwelve 30-day months). Accumulated dividends on shares ofMandatory Convertible Preferred Stock shall not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date.

No dividend shall be paid unless and until the Board ofDirectors, or an authorized committee of the Board of Directors, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock. No dividend shall be declared or paid upon, or any sum of cash or number of shares of Common Stock set apart for the payment of dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a

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sufficient sum of cash or number of shares of Common Stock has been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock.

Holders shall not be entitled to any dividends on Mandatory Convertible Preferred Stock, whether payable in cash, property or shares of Common Stock, in excess of full cumulative dividends.

Except as described in this Section 3(a), dividends on Mandatory Convertible Preferred Stock converted to Common Stock shall cease to accumulate, and all other rights of Holders will terminate, from and after the applicable Conversion Date.

1. Priority of Dividends. So long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on Common Stock or any other class or series of Junior Stock, and no Common Stock or any other class or series of Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries unless all accumulated and unpaid dividends for all preceding Dividend Periods have been declared and paid in full in cash, shares of the Common Stock or a combination thereof, or a sufficient sum of cash or number of shares of Common Stock has been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to:

1. any dividend or distribution payable in shares of Common Stock or other Junior Stock,together with cash in lieu of any fractional share;
2. purchases, redemptions or other acquisitions ofCommon Stock, otherJunior Stock or Parity Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business (including purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, or acquisitions of shares of Common Stock surrendered, deemed surrendered or withheld in connection with the exercise of stock options or the vesting of restricted stock or restricted stock units): provided that the number of shares purchased to offset the Share Dilution Amount shall in no event exceed the Share DilutionAmount;
3. purchases of Common Stock or other Junior Stock pursuant to a contractually bindingagreement to buy such securities that existed prior to the date of the Prospectus Supplement;
4. any dividends or distributions of rights in connection with a stockholders' rights plan orany redemption or repurchase of rights pursuant to anystockholders' rights plan;
5. the exchange or conversion ofJunior Stock for or into other Junior Stock or of ParityStock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares; and
6. the deemed purchase or acquisition of fractional interests in shares of Common Stock,other Junior Stock or Parity Stock pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged.

When dividends on shares of the Mandatory Convertible Preferred Stock (i) have not been declared and paid in full on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from such Dividend Payment Dates, on a dividend payment date falling within a regular dividend period related to such Dividend Payment Date), or (ii)have been declared but a sum of cash or number of shares of Common Stock sufficient for payment thereof has not been set aside for the benefit of the Holders thereof on the applicable Regular Record Date, no dividends may be declared or paid on any shares of Parity Stock unless dividends are declared on the shares of Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the shares of Mandatory Convertible Preferred Stock and such shares of Parity Stock shall be allocated pro rata among the Holders of the shares of the Mandatory Convertible Preferred Stock and the holders of any shares of Parity Stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments

for the declared dividend bear the same ratio to each other as all accumulated and unpaid dividends per share on the shares ofMandatory Convertible Preferred Stock and all declared and unpaid dividends per share on such shares of Parity Stock bear to each other (subject to their having been declared by the Board of Directors, or an authorized committee thereof, out oflegally available funds): provided, however, that any unpaid dividends on the Mandatory Convertible Preferred Stock will continue to accumulate except as described herein. For purposes ofthis calculation, with respect to non-cumulative Parity Stock, the Corporation shall use the full amount ofdividends that would be payable for the most recent dividend period ifdividends were declared in full on such non-cumulative Parity Stock.

Subject to the foregoing, and not otherwise, such dividends as may be determined by the Board of Directors (or an authorized committee thereof) may be declared and paid (payable in cash or other property or securities) on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and Holders shall not be entitled to participate in any such dividends.

1. Method ofPayment ofDividends. (i) Subject to the limitations set forth in Section 3(e), the Corporation may pay any declared dividend (or any portion ofany declared dividend) on the shares of Mandatory Convertible Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, as determined in the Corporation's sole discretion:
2. 1. in cash;
   2. by delivery ofshares ofCommon Stock; or
   3. through any combination ofcash and shares ofCommon Stock.

1. The Corporation shall make each payment of a declared dividend on the shares ofMandatory Convertible Preferred Stock in cash, except to the extent the Corporation elects to make all or any portion ofsuch payment in shares ofCommon Stock. The Corporation shall give notice to Holders of any such election, and the portion ofsuch payment that will be made in cash and the portion that will be made in shares ofCommon Stock, no later than lO Scheduled Trading Days prior to the Dividend Payment Date for such dividend, provided, however, that ifthe Corporation does not provide timely notice ofthis election, the Corporation will be deemed to have elected to pay the relevant dividend in cash.
2. All cash payments to which a Holder is entitled in connection with a declared dividendon the shares ofMandatory Convertible Preferred Stock will be rounded to the nearest cent. Ifthe Corporation elects to make any such payment ofa declared dividend, or any portion thereof, in shares of Common Stock, such shares shall be valued for such purpose, in the case ofany dividend payment or portion thereof, at 97% ofthe Average VWAP per share of Common Stock over the five consecutive Trading Day period commencing on, and including, the seventh Scheduled Trading Day prior to the applicable Dividend Payment Date (such average, the "Average Price"). Ifthe five Trading Day period to determine the Average Price ends on or after the relevant Dividend Payment Date (whether because a Scheduled Trading Day is not a Trading Day due to the occurrence ofa Market Disruption Event or otherwise), then the Dividend Payment Date will be postponed until the second Business Day after the final Trading Day ofsuch five Trading Day period; provided that no interest or other amounts shall accrue as a result ofsuch postponement.

1. No fractional shares ofCommon Stock shall be delivered to the Holders in payment orpartial payment ofa dividend. The Corporation shall instead, to the extent it is legally permitted to do so (including in compliance with the Corporation's indebtedness), pay a cash amount (computed to the nearest cent) to each Holder that would otherwise be entitled to receive a fraction of a share ofCommon Stock based on the Average Price with respect to such dividend. In the event the Corporation cannot pay cash in lieu ofa fractional share, the Corporation shall instead round up to the nearest whole share for each Holder.

1. Notwithstanding the foregoing, in no event shall the number of shares of Common Stockto be delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to:

1. the declared dividend,dividedby
2. $11.9875, subject to adjustment in a manner inversely proportional to anyanti-dilutionadjustment to each Fixed Conversion Rate as provided in Section 13 (such dollar amount, the "Floor Price").

To the extent that the amount of any declared dividend exceeds the product of (x) the number of shares of Common Stock delivered in connection with such declared dividend and (y) 97% of the Average Price, the Corporation shall, to the extent it is able to do so under applicable law and in compliance with the Corporation's indebtedness, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash (computed to the nearest cent). To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with the terms of its indebtedness, the Corporation will not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount, and such amount shall not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

(f) To the extent that a Shelf Registration Statement is required in the Corporation's reasonable judgment in connection with the issuance of, or for resales of, Common Stock issued as payment of a dividend on the shares of Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion, the Corporation shall, to the extent such a Shelf Registration Statement is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tractable without registration by holders thereof that are not, and have not been within the three months preceding, "affiliates" of the Corporation for purposes of the Securities Act. To the extent applicable, the Corporation shall also use its commercially reasonable efforts to have such Common Stock approved for listing on NYSE (or if the Common Stock is not listed on NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed), and qualified or registered under applicable state securities laws, if required; providedthat the Corporation will not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any suchjurisdiction where it is not presently qualified or where it is not presently subject to taxation as a foreign corporation and such qualification or action would subject it to such taxation.

Section4. Liquidation, Dissolution orWinding-Up.(a) In the event of any voluntary or involuntary liquidation,winding-upor dissolution of the Corporation, each Holder shall be entitled to receive, per share of Mandatory Convertible Preferred Stock, the Liquidation Preference of$100.00 per share of the Mandatory Convertible Preferred Stock, plus an amount (the"Liquidation Dividend Amount")equal to accumulated and unpaid dividends on such share, whether or not declared, to, but excluding, the date fixed for liquidation,winding-upor dissolution to be paid out of the assets of the Corporation legally available fordistribution to its stockholders, after satisfaction of debt and other liabilities owed to the Corporation's creditors and holders of shares of any Senior Stock and before any payment or distribution is made to holders of any Junior Stock, including, without limitation, Common Stock.

1. If, upon the voluntary or involuntary liquidation,winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount on the shares of Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends (to, but excluding, the date fixed for liquidation,winding-upor dissolution) on, all Parity Stock, if applicable, are not paid in full, the Holders and all holders of any such Parity Stock shall share equally and ratably in any distribution of the Corporation's assets in proportion to their respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they are entitled.

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1. After the payment to any Holder ofthe full amount of the Liquidation Preference and theLiquidation Dividend Amount for each ofsuch Holder's shares ofMandatory Convertible Preferred Stock, such Holder as such shall have no right or claim to any ofthe remaining assets ofthe Corporation.
2. Neither the sale, lease nor exchange of all or substantially all of Corporation's assets or business (other than in connection with the liquidation,winding-up or dissolution ofthe Corporation), nor its merger or consolidation into or with any other Person, shall be deemed to be the voluntary or involuntary liquidation, winding-up or dissolution ofthe Corporation.

Section 5. No Redemption; No Sinking Fund.

The Mandatory Convertible Preferred Stock shall not be subject to any redemption, sinking fund or other similar provisions. However, at the Corporation's option, it may purchase or exchange the Mandatory Convertible Preferred Stock from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, Holders.

Section 6.

Voting Rights.

1. General. Holders shall not have any voting rights other than those set forth in thisSection 6, except as specifically required by Delaware law or by the Third Restated Certificate of Incorporation from time to time.
2. Right to Elect Two Directors Upon Nonpayment. (i) Whenever dividends on any shares ofMandatory Convertible Preferred Stock have not been declared and paid for the equivalent ofsix or more Dividend Periods (including, for the avoidance ofdoubt, the Dividend Period commencing on, and including, the Initial Issue Date and ending on, but excluding, September t, 2020), whether or not for consecutive Dividend Periods (a "Nonpayment"), the authorized number of directors on the Board ofDirectors shall, at the next annual meeting ofthe stockholders or at a special meeting ofstockholders as provided below, automatically be increased by two and Holders, voting together as a single class with holders ofany and all other series ofVoting Preferred Stock then outstanding, shall be entitled, at the Corporation's next annual meeting ofstockholders or at a special meeting ofstockholders as provided below, to vote for the election ofa total oftwo additional members of the Board of Directors (the "Preferred Stock Directors"); provided, however, that the election ofany such Preferred Stock Directors will not cause the Corporation to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which the Corporation's securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided further that the Board of Directors shall, at no time, include more than two Preferred Stock Directors.

1. In the event of a Nonpayment, the holders ofrecord of at least 25% ofthe shares ofMandatory Convertible Preferred Stock and any other series ofVoting Preferred Stock may request that a special meeting ofstockholders be called to elect such Preferred Stock Directors (provided, however, that if the next annual or a special meeting ofstockholders is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Stock Directors shall be included in the agenda for, and shall be held at, such scheduled annual or special meeting of stockholders). The Preferred Stock Directors shall stand for reelection annually, at each subsequent annual meeting ofthe stockholders, so long as the Holders continue to have such voting rights. At any meeting at which the Holders are entitled to elect Preferred Stock Directors, the holders of record of a majority of the then outstanding shares ofMandatory Convertible Preferred Stock and all other series ofVoting Preferred Stock, present in person or represented by proxy, shall constitute a quorum and the vote of the holders of a majority of such shares of Mandatory Convertible Preferred Stock and other Voting Preferred Stock so present or represented by proxy at any such meeting at which there shall be a quorum shall be sufficient to elect the Preferred Stock Directors. Whether a plurality, majority or other portion in voting power of Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

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1. Ifand when all accumulated and unpaid dividends on Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number ofshares ofCommon Stock sufficient for such payment shall have been set aside for the benefit ofthe Holders (a "NonpaymentRemedy"), the Holders shallimmediately and, without any further action by the Corporation, be divested ofthe voting rights described in this Section 6(b), subject to the revesting ofsuch rights in the event ofeach subsequent Nonpayment. Ifsuch voting rights for the Holders and all other holders ofVoting Preferred Stock shall have terminated, the term ofoffice of each Preferred Stock Director so elected shall terminate at such time and the authorized number ofdirectors on the Board ofDirectors shall automatically decrease by two.
2. Any Preferred Stock Director may be removed at any time, with or without cause, by theHolders ofa majority in voting power ofthe outstanding shares ofMandatory Convertible Preferred Stock and any other series ofVoting Preferred Stock then outstanding (voting together as a single class), when they have the voting rights described in this Section 6(b). In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election ofPreferred Stock Directors after a Nonpayment) may be filled by the written consent ofthe Preferred Stock Director remaining in office, except in the event that such vacancy is created as a result of such Preferred Stock Director being removed or ifno Preferred Stock Director remains in office, such vacancy may be filled by a vote ofthe Holders of a majority in voting power ofthe outstanding shares ofMandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting rights described above; provided, however, that the election ofany such Preferred Stock Directors to fill such vacancy will not cause the Corporation to violate the corporate governance requirements ofNYSE (or any other exchange or automated quotation system on which the Corporation's securities may be listed or quoted) that requires listed or quoted companies to have a majority ofindependent directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board ofDirectors for a vote.

1. Other Voting Rights. So long as any shares ofMandatory Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or consent ofthe Holders ofat leasttwo-thirds in voting power ofthe outstanding shares ofMandatory Convertible PreferredStock and all other series ofVoting Preferred Stock at the time outstanding and entitled to vote thereon (subject to the last paragraph ofthis
   Section 6(c)), voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at an annual or special meeting of such stockholders:

1. amend or alter the provisions ofthe Third Restated Certificate of Incorporation so as toauthorize or create, or increase the authorized number of, any class or series ofSenior Stock;
2. amend, alter or repeal any provision ofthe Third Restated Certificate oflncorporation orthe Certificate ofDesignations so as to adversely affect the special rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock; or
3. consummate a binding share exchange or reclassification involving the shares ofMandatory Convertible Preferred Stock or a merger or consolidation ofthe Corporation with anotherentity, unless in each case: (i) the shares ofMandatory Convertible Preferred Stock remain outstanding and are not amended in any respect or, in the case ofany such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities ofthe surviving or resulting entity or its ultimate parent; and (ii) the shares ofthe Mandatory Convertible Preferred Stock that remain outstanding or such shares ofpreference securities, as the case may be, have such rights, preferences, privileges and voting powers that, taken as a whole, are not materially less favorable to the holders thereofthan the rights, preferences, privileges and voting powers of the Mandatory Convertible Preferred Stock immediately prior to the consummation ofsuch transaction;

provided, however, that in the event a transaction would trigger voting rights under clauses (ii) and (iii) above, clause (iii) shall govern; provided, further, however, that for all purposes of this Section 6(c):

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(I) any increase in the number ofthe Corporation's authorized but unissued shares ofPreferred Stock,

1. any increase in the number ofthe Corporation's authorized or issued shares ofMandatory Convertible Preferred Stock, and
2. the creation and issuance, or an increase in the authorized or issued number, ofany class or series of Parity Stock or Junior Stock,

shall be deemed not to adversely affect the rights, preferences, privileges or voting powers ofthe Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent ofHolders.

If any amendment, alteration, repeal, binding share exchange, reclassification, merger or consolidation specified in this Section 6(c) would adversely affect the rights, preferences, privileges or voting powers ofone or more but not all series ofVoting Preferred Stock (including the Mandatory Convertible Preferred Stock for this purpose), then only the series ofVoting Preferred Stock the rights, preferences, privileges or voting powers ofwhich are adversely affected and entitled to vote, shall vote as a class in lieu of all other series ofVoting Preferred Stock.

(d) Without the consent of the Holders, so long as such action does not adversely affect the special rights, preferences, privileges or voting powers ofthe Mandatory Convertible Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms ofthe Mandatory Convertible Preferred Stock for the following purposes:

1. to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in the Certificate ofDesignations that may be defective or inconsistent with any other provision contained in the Certificate ofDesignations; or
2. to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions ofthe Third Restated Certificate of Incorporation or the Certificate ofDesignations.

In addition, without the consent ofthe Holders, the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock in order to:

1. conform the terms ofthe Mandatory Convertible Preferred Stock to the description thereofin the "Description ofMandatory Convertible Preferred Stock" section ofthe Prospectus Supplement; or

1. file a certificate ofcorrection with respect to the Certificate ofDesignations to the extent permitted by Section 103(t) ofthe Delaware General Corporation Law.

(e) Prior to the close ofbusiness on the applicable Conversion Date, the shares ofCommon Stock issuable upon conversion ofthe Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purposes and Holders shall have no rights, powers or preferences with respect to such shares ofCommon Stock by virtue ofholding the Mandatory Convertible Preferred Stock, including the right to vote on any amendment to the Corporation's Third Restated Certificate oflncorporation or this Certificate ofDesignations that would adversely affect the rights ofholders ofthe Common Stock.

1. The number ofvotes that each share ofMandatory Convertible Preferred Stock and anyVoting Preferred Stock participating in the votes set forth in this Section 6 shall have and shall be in proportion to the liquidation preference ofsuch share.
2. The rules and procedures for calling and conducting any meeting ofthe Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use ofproxies at such a meeting, the obtaining ofwritten consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board ofDirectors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements ofthe Third Restated Certificate of

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Section 7.

Incorporation, the By-Laws, applicable law and the rules of any national securities exchange or other trading facility on which the Mandatory Convertible Preferred Stock is listed or traded at the time.

Mandatory Conversion on the Mandatory Conversion Date. (a) Eachoutstanding share of Mandatory Convertible Preferred Stock shall automatically convert (unless previously converted in accordance with Section 8 or Section 9) on the Mandatory Conversion Date ("Mandatory Conversion"), into a number of shares of Common Stock equal to the Mandatory Conversion Rate.

1. The "Mandatory Conversion Rate" shall, subject to adjustment in accordance withSection 7(c), be as follows:

1. if the Applicable Market Value is greater than the Threshold Appreciation Price, then theMandatory Conversion Rate shall be equal to 2.3834 shares of Common Stock per share of Mandatory Convertible Preferred Stock (the "Minimum Conversion Rate");
2. if the Applicable Market Value is less than or equal to the Threshold Appreciation Pricebut equal to or greater than the Initial Price, then the Mandatory Conversion Rate per share of Mandatory Convertible Preferred Stock shall be equal to $100.00divided bythe Applicable Market Value, rounded to the nearestten-thousandthof a share of Common Stock; or
3. if the Applicable Market Value is less than the Initial Price, then the Mandatory Conversion Rate shall be equal to 2.9197 shares of Common Stock per share ofMandatory Convertible Preferred Stock (the "Maximum Conversion Rate");

provided that the Fixed Conversion Rates are each subject to adjustment in accordance with the provisions of Section 13.

1. If the Corporation declares a dividend for the Dividend Period ending on, but excluding, June 1, 2023, the Corporation shall pay such dividend to the Record Holders as of the immediately preceding Regular Record Date, in accordance with Section 3. Ifon or prior to June 1, 2023, the Corporation has not declared all or any portion of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock through June 1, 2023, the Mandatory Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Common Stock equal to:

1. the amount of such accumulated and unpaid dividends per share ofMandatoryConvertible Preferred Stock that have not been declared ("Mandatory Conversion Additional Conversion Amount"),divided by
2. the greaterof (x) the Floor Price and (y) 97% ofthe Average Price (calculated using June I, 2023 as the applicable Dividend Payment Date).

To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of such number of additional shares and 97% of the Average Price, the Corporation shall, to the extent it is able to do so under applicable law and in compliance with the Corporation's indebtedness, declare and pay such excess amount in cash (computed to the nearest cent) pro rataper share to the Holders. To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares ofMandatory Convertible Preferred Stock.

For the avoidance ofdoubt, the Mandatory Conversion Rate shall in no event exceed the Maximum Conversion Rate, subject to adjustment in accordance with the provisions of Section 13, and exclusive of any amounts owing in respect of any Mandatory Conversion Additional Conversion Amount or any accrued and unpaid dividends paid at the Corporation's election in shares of Common Stock.

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Section 8. Early Conversion at the Option ofthe Holder. (a) Other than during aFundamental Change Conversion Period, subject to satisfaction ofthe conversion procedures set forth in Section 10, the Holders shall have the right to convert their Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share ofMandatory Convertible Preferred Stock), at any time prior to June 1, 2023("EarlyConversion"), into shares ofCommon Stock at the Minimum Conversion Rate, subject to adjustment in accordance with Section 8(b).

1. If, as of any Early Conversion Date, the Corporation has not declared all or any portionofthe accumulated and unpaid dividends for all full Dividend Periods ending on a Dividend Payment Date prior to such Early Conversion Date, the Minimum Conversion Rate shall be adjusted, with respect to the relevant Early Conversion, so that the Holders converting their Mandatory Convertible Preferred Stock at such time receive an additional number ofshares ofCommon Stock equal to:

1. such amount ofaccumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock that have not been declared for such prior full Dividend Periods (the "Early Conversion Additional Conversion Amount"),dividedby
2. the greater of(x) the Floor Price and (y) the Average VWAP per share ofthe Common Stock over the 20 consecutive Trading Day period (the "Early Conversion Settlement Period") commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Early Conversion Date (such average VWAP, the "Early Conversion Average Price").

To the extent that the Early Conversion Additional Conversion Amount exceeds the product ofsuch number ofadditional shares and the Early Conversion Average Price, the Corporation shall not have any obligation to pay the shortfall in cash or deliver shares ofCommon Stock in respect ofsuch shortfall.

Except as set forth in the first sentence ofthis Section 8(b), upon any Early Conversion of any shares ofMandatory Convertible Preferred Stock, the Corporation shall make no payment or allowance for unpaid dividends on such shares ofMandatory Convertible Preferred Stock, unless such Early Conversion Date occurs after the Regular Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holder ofthe converted shares ofMandatory Convertible Preferred Stock as ofsuch Regular Record Date, in accordance with Section 3.

Section 9. .Fundamental Change Conversion. June 1, 2023, the Holders shall have the right (the "Fundamental Fundamental Change Conversion Period to:

(a) If a Fundamental Change occurs on or prior to Change Conversion Right'') during the

1. 1. convert their shares ofMandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share ofMandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 9(a) being a "Fundamental Change Conversion") into a number of shares of Common Stock (or Units ofExchange Property in accordance with Section 14) equal to the Fundamental Change Conversion Rate per share ofMandatory Convertible Preferred Stock;
2. with respect to such converted shares ofMandatory Convertible Preferred Stock, receivean amount equal to the present value, calculated using a discount rate of5.00% per annum, of all dividend payments (excluding any Accumulated Dividend Amount) on such shares for (a) the partial Dividend Period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (b) all remaining full Dividend Periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date (the "Fundamental Change DividendMake-WholeAmount"), payable in cash to the extent the Corporation is able to do so under applicable law and in compliance with it indebtedness; and
3. with respect to such converted shares ofMandatory Convertible Preferred Stock, receive the Accumulated Dividend Amount payable in cash or shares ofCommon Stock,

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subject, in the case of clauses (ii) and (iii), to the Corporation's right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in Section 9(d); provided that, if the Fundamental Change Effective Date or the Fundamental Change Conversion Date falls after the Regular Record Date for a Dividend Period for which the Corporation has declared a dividend and prior to the next Dividend Payment Date, the Corporation shall pay such dividend on the relevant Dividend Payment Date to the Record Holders as of such Regular Record Date, in accordance with Section 3, and the Accumulated Dividend Amount shall not include the amount of such dividend, and the Fundamental Change Dividend Make-WholeAmount shall not include the present value of the payment of such dividend.

1. To exercise the Fundamental Change Conversion Right, a Holder must submit its shares of Mandatory Convertible Preferred Stock for conversion at any time during the Fundamental Change Conversion Period. Holders that submit their shares of Mandatory Convertible Preferred Stock during the Fundamental Change Conversion Period shall be deemed to have exercised their Fundamental Change Conversion Right. Holders who do not submit their shares for conversion during the Fundamental Change Conversion Period shall not be entitled to convert their Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental ChangeDividendMake-WholeAmount or the Accumulated Dividend Amount.

The Corporation shall provide written notice (the "Fundamental Change Notice") to Holders of the Fundamental Change Effective Date no later than the second Business Day immediately following such Fundamental Change Effective Date.

The Fundamental Change Notice shall state:

1. the event causing the Fundamental Change;
2. the anticipated Fundamental Change Effective Date or actual Fundamental ChangeEffective Date, as the case may be;
3. that Holders shall have the right to effect a Fundamental Change Conversion inconnection with such Fundamental Change during the Fundamental Change Conversion Period;
4. the Fundamental Change Conversion Period; and
5. the instructions a Holder must follow to effect a Fundamental Change Conversion inconnection with such Fundamental Change.

(c) Not later than the second Business Day following the Fundamental Change Effective Date, the Corporation shall notify Holders of:

1. the Fundamental Change Conversion Rate (if notice is provided to Holders prior to the anticipated Fundamental Change Effective Date, specifying how the Fundamental Change Conversion Rate will be determined);
2. the Fundamental Change DividendMake-Whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable; and
3. the Accumulated Dividend Amount as of the Fundamental Change Effective Date andwhether the Corporation will pay such amount in cash, shares ofCommon Stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable.

1. (i) For any shares of Mandatory Convertible Preferred Stock that are converted duringthe Fundamental Change Conversion Period, in addition to the Common Stock issued upon conversion at the

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Fundamental Change Conversion Rate, the Corporation shall, at its option (subject to satisfaction ofthe requirements ofthis Section 9):

1. 1. pay the Fundamental Change DividendMake-Whole Amount in cash (computed to the nearest cent), to the extent the Corporation is able to do so under applicable law and in compliance with its indebtedness;
   2. increase the number ofshares ofCommon Stock (or Units of ExchangeProperty) to be issued upon conversion by a number equal to (x) the Fundamental Change DividendMake-WholeAmountdivided by(y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or
   3. pay the Fundamental Change DividendMake-Whole Amount through any combination of cash and shares of Common Stock (or Units ofExchange Property) in accordance with the provisions ofclauses (A) and (B) above.
2. In addition, to the extent that the Accumulated Dividend Amount exists as of theFundamental Change Effective Date, the converting Holder shall be entitled to receive such Accumulated Dividend Amount upon such Fundamental Change Conversion. The Corporation shall, at its option, pay the Accumulated Dividend Amount (subject to satisfaction of the requirements ofthis Section 9):
3. 1. in cash (computed to the nearest cent), to the extent the Corporation is able to doso under applicable law and in compliance with its indebtedness;
   2. in an additional number of shares ofCommon Stock (or Units ofExchangeProperty) equal to (x) the Accumulated Dividend Amountdivided by(y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or
   3. through any combination of cash and shares ofCommon Stock (or Units of Exchange Property) in accordance with the provisions ofclauses (A) and (B) above.
4. The Corporation shall pay the Fundamental Change DividendMake-Whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the relevant Fundamental Change Effective Date to make all or any portion ofsuch payments in Common Stock (or Units of Exchange Property). Ifthe Corporation elects to deliver Common Stock (or Units ofExchange Property) in respect ofall or any portion ofthe Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount or the dollar amount ofany portion thereofpaid in Common Stock (or Units ofExchange Property) exceeds the product of (x) the number ofadditional shares the Corporation delivers in respect thereof and (y) 97% of the Fundamental Change Share Price, the Corporation shall, to the extent it is able to do so under applicable law and in compliance with the Corporation's indebtedness, pay such excess amount in cash (computed to the nearest cent). To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall not have any obligation to pay such amount in cash or deliver additional shares ofCommon Stock in respect of such amount.
5. No fractional shares ofCommon Stock (or, to the extent applicable, Units ofExchange Property) shall be delivered by the Corporation to converting Holders in respect ofthe Fundamental Change DividendMake-Whole Amount or the Accumulated Dividend Amount. The Corporation shall instead, to the extent it is able to do so under applicable law and in compliance with its indebtedness, pay a cash amount (computed to the nearest cent) to each a converting Holder that would otherwise be entitled to receive a fraction ofa share ofCommon Stock (or to the extent applicable, Units ofExchange Property) based on the Average VWAP per share ofCommon Stock (or to the extent applicable, Units ofExchange Property) over the five consecutive Trading Day period commencing on, and including, the seventh Scheduled Trading Day immediately preceding the relevant Fundamental Change Conversion Date. In the

20

event the Corporation cannot pay cash in lieu ofa fractional share, the Corporation shall instead round up to the nearest whole share for each Holder.

1. lfthe Corporation is prohibited from paying or delivering, as the case may be, theFundamental Change DividendMake-WholeAmount (whether in cash or in shares ofCommon Stock), in whole or in part, due to limitations ofapplicable law, then the Fundamental Change Conversion Rate will instead be increased by a number ofshares ofCommon Stock equal to:
2. 1. the cash amount ofthe aggregate unpaid and undelivered Fundamental ChangeDividendMake-WholeAmount,divided by
   2. the greater of(i) the Floor Price and (ii) 97% ofthe Fundamental Change Share
      Price.

To the extent that the cash amount ofthe aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount exceeds the product ofsuch number ofadditional shares and 97% ofthe Fundamental Change Share Price, the Corporation shall not have any obligation to pay the shortfall in cash or deliver additional shares ofCommon Stock in respect ofsuch amount.

Section 10. Conversion Procedures.(a) Pursuant to Section 7, on the Mandatory Conversion Date, any outstanding shares ofMandatory Convertible Preferred Stock shall mandatorily and automatically convert into shares ofCommon Stock.

A Holder ofshares of the Mandatory Convertible Preferred Stock that are mandatorily converted shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery ofthe Common Stock upon conversion, except that such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery ofthe Common Stock in a name other than the name ofsuch Holder.

A certificate representing the shares ofCommon Stock issuable upon conversion shall be issued and delivered to the converting Holder or, ifMandatory Convertible Preferred Stock being converted are in book-entry form, the shares ofCommon Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities ofthe Depositary, in each case, together with delivery by the Corporation to the converting Holder ofany cash to which the converting Holder is entitled, only after all applicable taxes and duties, ifany, payable by the converting Holder have been paid in full, on the later of(i) the Mandatory Conversion Date and (ii) the Business Day after the Holder has paid in full all applicable taxes and duties, ifany.

The Person or Persons entitled to receive the shares of Common Stock issuable upon Mandatory

Conversion shall be treated as the record holder(s) ofsuch shares ofCommon Stock as ofthe close ofbusiness on the Mandatory ConversionDate. Prior to the close ofbusiness on the Mandatory Conversion Date, the Common Stockissuable upon conversion ofMandatory Convertible Preferred Stock on the Mandatory Conversion Date shall not be deemed to be outstanding for any purpose and Holders shall have no rights, powers or preferences with respect to such Common Stock, including voting rights,rights to respond to tender offers and rights to receive any dividends or other distributions on the Common Stock, by virtue ofholding Mandatory Convertible Preferred Stock.

1. To effect an Early Conversion pursuant to Section 8, a Holder must:
2. 1. complete and manually sign the conversion notice on the back ofthe MandatoryConvertible Preferred Stock certificate or a facsimile ofsuch conversion notice;
   2. deliver the completed conversion notice and the certificated shares of MandatoryConvertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;
   3. ifrequired, furnish appropriate endorsements and transfer documents; and

1. ifrequired, pay all transfer or similar taxes or duties, ifany.

Notwithstanding the foregoing, to effect an Early Conversion pursuant to Section 8 of shares ofMandatory Convertible Preferred Stock held in global form, the Holder must, in lieu ofthe foregoing, comply with the applicable procedures ofDTC (or any other Depositary for the shares ofMandatory Convertible Preferred Stock held in global form appointed by the Corporation).

The Early Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable ("Early Conversion Date").

A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery ofCommon Stock uponconversion, but such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery ofCommon Stock in a name other than the name of such Holder.

A certificate representing the shares ofCommon Stock issuable upon conversion shall be issued and delivered to the converting Holder or, ifMandatory Convertible Preferred Stock being converted are in book­ entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities ofthe Depositary, in each case, together with delivery by the Corporation to the converting Holder ofany cash to which the converting Holder is entitled, only after all applicable taxes and duties, if any, payable by the Holder have been paid in full, on the latest of(i) the second Business Day immediately succeeding the Early Conversion Date, (ii) the second Business Day immediately succeeding the last day of the Early Conversion Settlement Period, if applicable, and (iii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Common Stock issuable upon Early Conversion shall be treated for all purposes as the record holder(s) ofsuch shares ofCommon Stock as ofthe close ofbusiness on the applicable Early ConversionDate. Prior to the close ofbusiness on such applicable Early ConversionDate, the shares ofCommon Stock issuable upon conversion ofany shares ofMandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights, powers or preferences with respect to such shares ofCommon Stock, including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares ofMandatory Convertible Preferred Stock.

In the event that an Early Conversion is effected with respect to shares ofMandatory Convertible Preferred Stock representing less than all the shares ofMandatory Convertible Preferred Stock held by a Holder, upon such Early Conversion, the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the expense ofthe Corporation, a certificate evidencing the shares ofMandatory Convertible Preferred Stock as to which Early Conversion was not effected, or, ifMandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Registrar and Transfer Agent to reduce the number ofshares ofMandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate or otherwise notate such reduction in the register maintained by such Registrar and Transfer Agent.

(c) To effect a Fundamental Change Conversion pursuant to Section 9, a Holder must:

1. complete and manually sign the conversion notice on the back ofthe MandatoryConvertible Preferred Stock certificate or a facsimile ofsuch conversion notice;
2. deliver the completed conversion notice and the certificated shares ofMandatory Convertible Preferred Stock to be converted to the Conversion andDividendDisbursing Agent;
3. ifrequired, furnish appropriate endorsements and transfer documents; and
4. ifrequired, pay all transfer or similar taxes or duties, ifany.

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Notwithstanding the foregoing, to effect a Fundamental Change Conversion pursuant to Section 9 ofshares of Mandatory Convertible Preferred Stock held in global form, the Holder must, in lieu ofthe foregoing, comply with the applicable procedures ofDTC (or any other Depositary for the shares ofMandatory Convertible Preferred Stock held in global form appointed by the Corporation).

The Fundamental Change Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (the "Fundamental Change Conversion Date").

A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery ofCommon Stock upon conversion, but such Holder shall be required to pay any tax or duty that may be

payable relating to any transfer involved in the issuance or delivery ofCommon Stock in a name otherthan thename ofsuch Holder.

A certificate representing the shares ofCommon Stock issuable upon conversion shall be issued and delivered to the converting Holder or, ifMandatory Convertible Preferred Stock being converted are in book­ entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities ofthe Depositary, in each case, together with delivery by the Corporation to the converting Holder ofany cash to which the converting Holder is entitled, only after all applicable taxes and duties, if any, payable by the converting Holder have been paid in full, on the later of(i) the second BusinessDay immediately succeeding the Fundamental Change Conversion Date and (ii) the BusinessDay after the Holder has paid in full all applicable taxes and duties, ifany.

The Person or Persons entitled to receive the shares ofCommon Stock issuable upon such Fundamental Change Conversion shall be treated for all purposes as the record holder(s) ofsuch shares ofCommon Stock as ofthe close ofbusiness on the applicable Fundamental Change Conversion Date. Prior to the close of business on such applicable Fundamental Change Conversion Date, the shares ofCommon Stock issuable upon conversion ofany shares ofMandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights, powers or preferences with respect to the Common Stock, including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue ofholding shares ofMandatory Convertible Preferred Stock.

In the event that a Fundamental Change Conversion is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares ofMandatory Convertible Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the expense ofthe Corporation, a certificate evidencing the shares ofMandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected, or, ifMandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Registrar and Transfer Agent to reduce the number ofshares ofMandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate or otherwise notate such reduction in the register maintained by such Registrar and Transfer Agent.

1. In the event that a Holder shall not by written notice designate the name in which shares ofCommon Stock to be issued upon conversion ofsuch Mandatory Convertible Preferred Stock should be registered or, ifapplicable, the address to which the certificate or certificates representing such shares ofCommon Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name ofthe Holder as shown on the records ofthe Corporation and, ifapplicable, to send the certificate or certificates representing such shares ofCommon Stock to the address ofsuch Holder shown on the records ofthe Corporation.
2. Shares ofMandatory Convertible Preferred Stock shall cease to be outstanding on theapplicable Conversion Date, subject to the right ofHolders ofsuch shares to receive shares ofCommon Stock issuable upon conversion ofsuch shares ofMandatory Convertible Preferred Stock and other am.ounts and shares of Common Stock, ifany, to which they are entitled pursuant to Sections 7, 8 or 9, as applicable and, ifthe applicable Conversion Date occurs after the Regular Record Date for a declared dividend and prior to the immediately succeeding Dividend PaymentDate, subject to the right ofthe Record Holders ofsuch shares ofthe Mandatory

Convertible Preferred Stock on such Regular Record Date to receive payment of the full amount of such declared dividend on such Dividend Payment Date pursuant to Section 3.

Section 11. Reservation ofCommon Stock(a) The Corporation shall at all times reserve and keep available out ofits authorized and unissued Common Stock, solely for issuance upon the conversion of shares of Mandatory Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a number ofshares of Common Stock equal to the maximum number of shares ofCommon Stock deliverable upon conversion of all shares ofMandatory Convertible Preferred Stock (which shall initially equal a number ofshares of Common Stock equal to the sum ofthe product of (i) 10,062,500 shares ofMandatory Convertible Preferred Stock, and (ii) the initial Maximum Conversion Rate. For purposes of this Section 11(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Mandatory Convertible Preferred Stock shall be computed as ifat the time ofcomputation all such outstanding shares were held by a single Holder.

1. Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Mandatory Convertible Preferred Stock or as payment of any dividend on such shares of Mandatory Convertible Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).
2. All shares of Common Stock delivered upon conversion of, or as payment ofa dividend on, the Mandatory Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non­ assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and free of preemptive rights.
3. Prior to the delivery of any securities that the Corporation shall be obligated to deliverupon conversion ofMandatory Convertible Preferred Stock, the Corporation shall use commercially reasonable efforts to comply with all federal and state laws and regulations thereunder requiring the registration ofsuch securities with, or any approval of or consent to the delivery thereofby, any governmental authority.
4. The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on NYSE or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion (including, for the avoidance ofdoubt, with respect to the Mandatory Conversion Additional Conversion Amount or Early Conversion Additional Conversion Amount) of, or issuable in respect ofthe payment of dividends, the Accumulated Dividend Amount and the Fundamental Change DividendMake-Whole Amount on, the Mandatory Convertible Preferred Stock; provided, however, that if the rules ofsuch exchange or automated quotationsystem permit the Corporation to defer the listing ofsuch Common Stock until the earlier of (x) the first conversion of Mandatory Convertible Preferred Stock into Common Stock in accordance with the provisions hereofand (y) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Mandatory Convertible Preferred Stock, the Corporation covenants to list such Common Stock issuable upon the earlier of (1) the first conversion of the Mandatory Convertible Preferred Stock and (2) the first payment ofany dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Mandatory Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 12. Fractional Shares.(a) No fractional shares of Common Stock shall be issued to Holders as a result of any conversion ofshares ofMandatory Convertible Preferred Stock.

1. In lieu of any fractional shares of Common Stock otherwise issuable in respect of the shares ofMandatory Convertible Preferred Stock of any Holder that are converted on the Mandatory Conversion Date pursuant to Section 7 or at the option of the Holder pursuant to Section 8 or Section 9, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the product of (i) that same fraction and (ii) the

24

Average VWAP ofthe Common Stock over the five consecutive Trading Day period commencing on, and including, the seventh Scheduled Trading Day immediately preceding the Mandatory Conversion Date, Early Conversion Date or Fundamental Change Conversion Date, as applicable. In the event that the Corporation cannot pay cash in lieu ofa fractional share, the Corporation shall instead round up to the nearest whole share for each Holder.

1. Subject to any applicable rules and procedures ofthe Depositary, ifmore than one share ofthe Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number ofshares of full shares ofCommon Stock issuable upon conversion thereofshall be computed on the basis ofthe aggregate number ofshares ofMandatory Convertible Preferred Stock so surrendered.

Section 13. Anti-Dilution Adjustments to the Fixed Conversion Rates. (a) Each Fixed ConversionRate shall be adjusted as set forth in this Section 13, except that the Corporation shall not make any adjustments to the Fixed Conversion Rates ifHolders participate (other than in the case ofa share split or share combination), at the same time and upon the same terms as holders ofCommon Stock and solely as a result ofholding the Mandatory Convertible Preferred Stock, in any ofthe transactions set forth in Sections13(a)(i)-(vi)without having to convert their Mandatory Convertible Preferred Stock as ifthey held a number ofshares ofCommon Stock equal to (i) the Maximum Conversion Rate as ofthe Record Date for such transaction, multiplied by (ii) the number ofshares of Mandatory Convertible Preferred Stock held by such Holder.

1. Ifthe Corporation exclusively issues shares ofCommon Stock as a dividend ordistribution on shares ofCommon Stock, or ifthe Corporation effects a share split or share combination, each Fixed Conversion Rate shall be adjusted based on the following formula:

CR1 =CRo x	OS1
OSo
where,

CRo =such Fixed Conversion Rate in effect immediately prior to the close ofbusiness on the Record Date ofsuch dividend or distribution, or immediately prior to the open ofbusiness on the Effective Date ofsuch share split or share combination, as applicable;

CR1 =such Fixed Conversion Rate in effect immediately after the close ofbusiness on such Record Date or immediately after the open ofbusiness on such Effective Date, as applicable;

OSo = the number ofshares ofCommon Stock outstanding immediately prior to the close ofbusiness on such Record Date or immediately prior to the open ofbusiness on such Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and

OS1=the number ofshares ofCommon Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 13(a)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open ofbusiness on the Effective Date for such share split or share combination, as applicable. Ifany dividend or distribution ofthe type set forth in this Section I3(a)(i) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as ofthe date the Board ofDirectors or a committee thereofdetermines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect ifsuch dividend or distribution had not been declared. For the purposes ofthis clause (i), the number ofshares ofCommon Stock outstanding immediately prior to the close ofbusiness on the Record Date and the number ofshares ofCommon Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination shall, in each case, not include shares that the Corporation holds in treasury. The Corporation shall not pay any dividend or make any distribution on shares ofCommon Stock that it holds in treasury.

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1. Ifthe Corporation issues to all or substantially all holders of Common Stock any rights,options or warrants entitling them, for a period of not more than 60 calendar days after the announcement date ofsuch issuance, to subscribe for or purchase shares ofCommon Stock at a price per share that is less than the Average VWAP per share ofCommon Stock for the IO consecutive Trading Day period endingon, and including, the Trading Day immediately preceding the date ofannouncement ofsuch issuance, each Fixed Conversion Rate shall be increased based on the following formula:

CR1 =CRo X	OSo+X
	OSo+Y

where,

CRo =such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;

CR1= such Fixed Conversion Rate in effect immediately after the close ofbusiness on such Record Date;

OS0= the number ofshares of Common Stock outstanding immediately prior to the close ofbusiness on such Record Date;

X =the total number ofshares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =the number ofshares of Common Stock equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by(ii) the Average VWAP per share of Common Stock over the I0 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement ofthe issuance ofsuch rights, options or warrants.

Any increase made under this Section 13(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close ofbusiness on the Record Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares ofCommon Stock are not delivered after the exercise ofsuch rights, options or warrants, each Fixed Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance ofsuch rights, options or warrants been made on the basis ofdelivery ofonly the number of shares ofCommon Stock actually delivered, ifany. Ifsuch rights, options or warrants are not so issued, each Fixed Conversion Rate shall be immediately readjusted, effective as ofthe date the Board ofDirectors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect ifsuch Record Date for such issuance had not occurred.

For the purpose ofthis Section 13(a)(ii), in determining whether any rights, options or warrants entitle the holders ofCommon Stock to subscribe for or purchase shares ofCommon Stock at less than such Average VWAP per share for the IO consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date ofannouncement ofsuch issuance, and in determining the aggregate offering price ofsuch shares ofCommon Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors or a committee thereof.

1. If the Corporation distributes shares ofits capital stock, evidences ofthe Corporation's indebtedness, other assets or property ofthe Corporation or rights, options or warrants to acquire its capital stock or other securities, to all or substantially all holders ofCommon Stock, excluding:
2. 1. dividends, distributions or issuances as to which the provisions set forth inSection 13(a)(i) or Section 13(a)(ii) shall apply;

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1. dividends or distributions paid exclusively in cash as to which the provisions setforth in Section 13(a)(iv) shall apply;
2. any dividends and distributions upon conversion of, or in exchange for, sharesofCommon Stock in connection with a recapitalization, reclassification, change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change in the conversion consideration as set forth under Section 14;
3. except as otherwise set forth in Section I3(a)(vii), rights issued pursuant to a shareholder rights plan adopted by the Corporation; and

(E)	Spin-Offs as to which the provisions set forth below in this Section 13(a)(iii)
shall apply;

then each Fixed Conversion Rate shall be increased based on the following formula:

CR, =CRo x	SPo
SPo-FMV
where,

CRo=such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;

CR1= such Fixed Conversion Rate in effect immediately after the close of business on such Record Date;

SPo= the Average VWAP per share of Common Stock over the IO consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and

FMV = the fair market value (as determined by the Board of Directors or a committee thereof) ofthe shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per share of Common Stock on the Ex-Date for such distribution.

Any increase made under the portion of this Section 13(a)(iii) will become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a committee thereofdetermines not to pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect ifsuchdistribution had not been declared.

Notwithstanding the foregoing, if "FMV" (as defined above) is equal to or greater than "SPo" (as defined above), or the difference is less than $1.00, in lieu ofthe foregoing increase, each Holder shall receive, in respect of each share ofMandatory Convertible Preferred Stock, at the same time and upon the same terms as holders of Common Stock, the amount and kind ofthe Corporation's capital stock, evidences of the Corporation's indebtedness, other assets or property of the Corporation or rights, options or warrants to acquire its capital stock or other securities that such Holder would have received if such Holder owned a number ofshares of CommonStock equal to the Maximum Conversion Rate in effect on the Record Date for the distribution.

With respect to an adjustment pursuant to this Section 13(a)(iii) where there has been a Spin-Off, each Fixed Conversion Rate shall be increased based on the following formula:

CR1 = CRo X	FMVo+MPo
MPo
where,

CRo= such Fixed Conversion Rate in effect immediately prior to the open of business on the Ex-Date for the Spin-Off;

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CR1 =such Fixed Conversion Rate in effect immediately after the open ofbusiness on the Ex-Date for the Spin­ Off;

FMVo =the Average VWAP per share ofthe capital stock or similar equity interest distributed to holders of Common Stock applicable to one share ofCommon Stock over the 10 consecutive Trading Day period commencing on, and including, the Ex-Date for the Spin-Off(the "Valuation Period''); and

MPo =the Average VWAP per share ofCommon Stock over the Valuation Period.

The increase to each Fixed Conversion Rate under the preceding paragraph will be calculated as ofthe close ofbusiness on the last Trading Day ofthe Valuation Period but will be given effect as ofimmediately after the open ofbusiness on the Ex-Date ofthe Spin-Off. Because the Corporation shall make the adjustment to each Fixed Conversion Rate with retroactive effect, the Corporation shall delay the settlement ofany conversion ofthe Mandatory Convertible Preferred Stock where any date for determining the number ofshares ofCommon Stock issuable to a Holder occurs during the Valuation Period until the second Business Day after the last date for determining the number ofshares ofCommon Stock issuable to a Holder with respect to such conversion occurs. Ifsuch dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as ofthe date the Board ofDirectors or a committee thereofdetermines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect ifsuch dividend or distribution had not been declared.

For purposes ofthis Section 13(a)(iii) (and subject in all respects to Section 13(a)(i) and Section 13(a)(ii)):

1. rights, options or warrants distributed by the Corporation to all or substantially all holders ofthe Common Stock entitling them to subscribe for or purchase shares ofthe Corporation's capital stock, including Common Stock (either initially or under certain conditions), which rights, options or warrants, until the occurrence ofa specified event or events ("Trigger Event"):

(1)	are deemed to be transferred with such shares ofthe Common Stock;

1. are not exercisable; and
2. are also issued in respect offuture issuances ofthe Common Stock,

shall be deemed not to have been distributed for purposes ofthis Section 13(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section 13(a)(iii) shall be required) until the occurrence ofthe earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (ifany is required) to the Fixed Conversion Rates shall be made under this Section 13(a)(iii).

(B) Ifany such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Initial Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences ofindebtedness or other assets, then the date ofthe occurrence ofany and each such event shall be deemed to be the date ofdistribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any ofthe holders thereof).

1. 1n addition, in the event ofany distribution (or deemed distribution) ofrights, options or warrants, or any Trigger Event or other event (ofthe type described in the immediately preceding clause (B)) with respect thereto that was counted for purposes ofcalculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iii) was made:

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in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, upon such final redemption or repurchase (x) the Fixed Conversion Rates shall be readjusted as ifsuch rights, options or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution pursuant to Section 13(a)(iv), equal to the per share redemption or repurchase price received by a holder or holders ofCommon Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders ofCommon Stock as ofthe date ofsuch redemption or repurchase; and

1. in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as ifsuch rights, options and warrants had not been issued;

provided that, in each case, such rights, options or warrants are deemed to be transferred with such shares ofthe Common Stock and are also issued in respect offuture issuances ofthe Common Stock.

For purposes of Section 13(a)(i), Section 13(a)(ii) and this Section 13(a)(iii), ifany dividend or distribution to which this Section 13(a)(iii) is applicable includes one or both of:

1. a dividend or distribution ofshares ofCommon Stock to which Section 13(a)(i)is applicable (the "Clause A Distribution''); or
2. an issuance of rights, options or warrants to which Section 13(a)(ii) is applicable(the "Clause B Distribution''),

then:

such dividend or distribution, other than the Clause Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 13(a)(iii) is applicable (the "Clause C Distribution'') and any Fixed Conversion Rate adjustment required by this Section 13(a)(iii) with respect to such Clause C Distribution shall then be made; and

1. 1. the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Fixed Conversion Rate adjustment required by Section 13(a)(i) and Section 13(a)(ii) with respect thereto shall then be made, except that, ifdetermined by the Corporation (I) the "Record Date" ofthe Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date ofthe Clause C Distribution and (II) any shares ofCommon Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be "outstanding immediately prior to the close ofbusiness on such Record Date or immediately prior to the open of business on such Effective Date" within the meaning of Section 13(a)(i) or "outstanding immediately prior to close ofbusiness on such Record Date" within the meaning of Section 13(a)(ii).
2. If any cash dividend or distribution is made to all or substantially all holders ofCommonStock, eachFixed Conversion Rate shall be adjusted based on the following formula:

CR1 = CR-0X	SPo
SPo-C
where,

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CRo =such Fixed Conversion Rate in effect immediately prior to the close ofbusiness on the Record Date for such dividend or distribution;

CR1 =such Fixed Conversion Rate in effect immediately after the close ofbusiness on the Record Date for such dividend ordistribution;

SPo =the Last Reported Sale Price per share ofCommon Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and

C =the amount in cash per share the Corporation distributes to all or substantially all holders ofCommon Stock.

Any increase made under this Section 13(a)(iv) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. Ifsuch dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as ofthe date the Board ofDirectors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect ifsuchdividend or distribution had not been declared.

Notwithstanding the foregoing, if"C" (as defined above) is equal to or greater than "SPo" (as defined above), or ifthe difference is less than $1.00, in lieu ofthe foregoing increase, each Holder shall receive, for each share ofMandatory Convertible PreferredStock, at the same time and upon the same terms as holders ofshares of CommonStock, the amount ofcash that suchHolder wouldhave received ifsuch Holder owned a numberofshares ofCommon Stock equal to the Maximum Conversion Rate on the Record Date for such cash dividend or distribution.

1. Ifthe Corporation or any ofits Subsidiaries make a payment in respect ofa tender or exchange offer for Common Stock, to the extent that the cash and value ofany other consideration included in the payment pershare ofCommon Stock exceeds the Average VWAP per share ofCommon Stock over the IO consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Date"), each Fixed Conversion Rate shall be increased based on the following formula:

where,

C'Rti =

CR1=AC=

such Fixed Conversion Rate in effect immediately prior to the close ofbusiness on the Expiration Date; such Fixed Conversion Rate in effect immediately after the close ofbusiness on the Expiration Date;

the aggregate value ofall cash and any other consideration (as determined by the Board ofDirectors or a committee thereof) paid or payable for shares purchased in such tender or exchange offer;

OS0=the number ofshares ofCommon Stock outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase ofall shares accepted for purchase or exchange in such tender or exchange offer);

OS1=the number ofshares ofCommon Stock outstanding immediately after the Expiration Date (after giving effect to the purchase ofall shares accepted for purchase or exchange in such tender or exchange offer); and

SP1 =the Average VWAP ofCommon Stock over the lO consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date (the "Averaging Period").

The increase to each Fixed Conversion Rate under the preceding paragraph will be calculated at the close ofbusiness on the last Trading Day ofthe Averaging Period but will be given effect as ofimmediately after the close ofbusiness on the Expiration Date. Because the Corporation will make the adjustment to each Fixed

30

Conversion Rate with retroactive effect, the Corporation shall delay the settlement of any conversion ofMandatory Convertible Preferred Stock where any date for determining the number of shares of Common Stock issuable to a Holder occurs within the Averaging Period until the second Business Day after the last date for determining the number ofshares of Common Stock issuable to a Holder with respect to such conversion occurs. For the avoidance of doubt, no adjustment under this Section 13(a)(v) will be made ifsuch adjustment would result in a decrease in any Fixed Conversion Rate, except as set forth in the immediately succeeding sentence.

In the event that the Corporation or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall again be adjusted to be such Fixed Conversion Rate that would then be in effect ifsuch tender offer or exchange offer had not been made.

For the avoidance of doubt, for purposes of this clause (v), the term "tender offer" is used as such term is used in the Exchange Act and the term "exchange offer" means an exchange offer that constitutes a tender offer.

1. If:
2. 1. the record date for a dividend or distribution on shares ofthe Common Stock occurs after the end of the 20 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and
   2. such dividend or distribution would have resulted in an adjustment of thenumber of shares of Common Stock issuable to the Holders had such record date occurred on or before the last Trading Day ofsuch20-tradingday period,

then the Corporation shall deem the Holders to be holders of record ofCommon Stock, for each share of their Mandatory Convertible Preferred Stock, of a number ofshares ofCommon Stock equal to the Mandatory Conversion Rate for purposes ofthat dividend or distribution, and in such a case, the Holders would receive the dividend or distribution on Common Stock together with the number ofshares ofCommon Stock issuable upon mandatory conversion ofMandatory Convertible Preferred Stock.

1. Ifthe Corporation has a rights plan in effect upon conversion of the Mandatory Convertible Preferred Stock into Common Stock, the Holders shall receive, in addition to any shares of Common Stock received in connection with such conversion, the rights under the rights plan. However, if, prior to any conversion, the rights have separated from the shares ofCommon Stock in accordance with the provisions of the applicable rights plan, each Fixed Conversion Rate will be adjusted at the time of separation as if the Corporation distributed to all or substantially all holders of Common Stock, shares ofits

capital stock, evidences of indebtedness, assets, property, rights, options or warrants as set forth in Section l 3(a)(iii), subject to readjustment in the event of the expiration, termination or redemption ofsuch rights.

1. The Corporation may (but is not required to), to the extent permitted by law and therules ofNYSE or any other securities exchange on which the shares of Common Stock or the Mandatory Convertible Preferred Stock is then listed, increase each Fixed Conversion Rate by any amount for a period of at least 20 Business Days if such increase is irrevocable during such 20 Business Days and the Board of Directors (or a duly authorized committee thereof) determines that such increase would be in the best interest of the Corporation. The Corporation may also (but is not required to) increase each Fixed Conversion Rate as it deems advisable in order to avoid or diminish any income tax to holders ofCommon Stock resulting from any dividend or distribution ofshares of Common Stock (or issuance ofrights or warrants to acquire shares ofCommon Stock) or from any event treated as such for income tax purposes or for any other reason. However, in either case, the Corporation may only make such discretionary adjustments if it makes the same proportionate adjustment to each Fixed Conversion Rate.
2. The Corporation shall not adjust the Fixed Conversion Rates:

31

1. 1. 1. upon the issuance ofshares ofCommon Stock pursuant to any present or future plan providing for the reinvestment ofdividends or interest payable on securities ofthe Corporation and the investment ofadditional optional amounts in Common Stock under any plan;
      2. upon the issuance ofany shares ofCommon Stock or rights or warrants topurchase such shares ofCommon Stock pursuant to any present or future benefit or other incentive plan or program ofor assumed by the Corporation or any ofits Subsidiaries;
      3. upon the issuance ofany shares ofCommon Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in (B) ofthis Section 13(a)(ix) and outstanding as ofthe Initial Issue Date;
      4. for a change in par value ofthe Common Stock;
      5. for stock repurchases that are not tender offers referred to in Section 13(a)(v), including structured or derivative transactions or pursuant to a stock repurchase program approved by the Board ofDirectors; or
      6. for accumulated dividends on the Mandatory Convertible Preferred Stock,except as described in Sections 7, 8 and 9.
   2. Adjustments to each Fixed Conversion Rate will be calculated to the nearest l/10,000thofa share. No adjustment to any Fixed Conversion Rate will be required unless the adjustment would require an increase or decrease of at least 1% ofthe Fixed Conversion Rate;provided, however,that ifan adjustment is not made because the adjustment does not change the Fixed Conversion Rates by at least 1%, then such adjustment will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, on each date for determining the number ofshares ofCommon Stock issuable to a Holder upon any conversion ofthe Mandatory Convertible Preferred Stock the Corporation shall give effect to all adjustments that otherwise had been deferred pursuant to this clause (x), and those adjustments will no longer be carried forward and taken into account in any future adjustment. Except as otherwise provided above, the Corporation will be responsible for making all calculations called for under the Mandatory Convertible Preferred Stock. These calculations include, but are not limited to, determinations ofthe Fundamental Change Share Price, the VWAPs, the Average VWAPs, the Last Reported Sale Price and the Fixed Conversion Rates ofthe Mandatory Convertible Preferred Stock.
   3. For the avoidance of doubt, ifan adjustment is made to the Fixed Conversion Rates, noseparate inversely proportionate adjustment will be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $100.00divided bythe Maximum Conversion Rate (as adjusted in the manner described herein) and the Threshold Appreciation Price is equal to $100.00divided bythe Minimum Conversion Rate (as adjusted in the manner described herein).
   4. Whenever any provision ofthe Certificate ofDesignations requires the Corporation tocalculate the VWAP per share ofCommon Stock over a span ofmultiple days, the Board ofDirectors, or any authorized committee thereof, shall make appropriate adjustments(including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Fundamental Change Share Price and the Average Price, as the case may be) to account for any adjustments to the Fixed Conversion Rates (as the case may be) that become effective, or any event that would require such an adjustment iftheEx-Date,Effective Date, Record Date or Expiration Date, as the case may be, ofsuch event occurs during the relevant period used to calculate such prices or values, as the case may be.
2. Whenever the Fixed Conversion Rates and the Fundamental Change Conversion Rates set forth inthe table in the definition of "Fundamental Change Conversion Rate" are to be adjusted, the Corporation shall:
3. 1. compute such adjusted Fixed Conversion Rates and Fundamental Change Conversion
      Rates;

1. within IO Business Days after the Fixed Conversion Rates are to be adjusted, provide orcause to be provided, a written notice to the Holders of the occurrence of such event; and
2. within 10 Business Days after the Fixed Conversion Rates are to be adjusted, provide orcause to be provided, to the Holders, a statement setting forth in reasonable detail the method by which the adjustments to the Fixed Conversion Rates and Fundamental Change Conversion Rates were determined and setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates.

Section 14.Recapitalizations, Reclassifications and Changes of Common Stock. In the event of:

1. any consolidation or merger of the Corporation with or into another Person (other than amerger or consolidation in which the Corporation is the surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another Person);
2. any sale, transfer, lease or conveyance to another Person ofall or substantially all of theproperty and assets of the Corporation;
3. any reclassification of Common Stock into securities including securities other thanCommon Stock; or
4. any statutory exchange of securities of the Corporation with another Person (other thanin connection with a merger or acquisition),

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (each, a "Reorganization Event''),each share ofMandatory Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders, become convertible into the kind of stock, other securities or other property or assets (including cash or any combination thereof) that such Holder would have been entitled to receive if such Holder had converted itsMandatory Convertible Preferred Stock into Common Stock immediately prior to such Reorganization Event (such stock, other securities or other property or assets (including cash or any combination thereof), the "Exchange Property,"with each "Unit of Exchange Property"meaning the kind and amount of such Exchange Property that a holder of one share of Common Stock is entitled to receive).

If the transaction causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Exchange Property into which theMandatory Convertible Preferred Stock shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Corporation shall notify Holders of the weighted average as soon as practicable after such determination is made.

The number of Units of Exchange Property the Corporation shall deliver for each share ofMandatory Convertible Preferred Stock converted following the effective date of such Reorganization Event shall be determined as if references in Section 7, Section 8 and Section 9 to shares of Common Stock were to Units of Exchange Property (without interest thereon and without any right to dividends or distributions thereon which have a Record Date that is prior to the date such shares ofMandatory Convertible Preferred Stock are actually converted). For the purpose of determining which of clauses (i), (ii) and (iii) of Section 7(b) shall apply uponMandatory Conversion, and for the purpose of calculating theMandatory Conversion Rate if clause (ii) of Section 7(b) is applicable, the value of a Unit of Exchange Property shall be determined in good faith by the Board of Directors or an authorized committee thereof (which determination will be final), except that if a Unit of Exchange Property includes common stock or American Depositary Receipts ("ADRs")that are traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the average over the 20 consecutive Trading Day period used for calculating the ApplicableMarket Value of the volume weighted Average Prices for such common stock or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by the Board of Directors or an authorized committee thereof (which determination will be final)); or, if such price is not available,

33

Section 20.

Section 19.

Section 16.

the average market value per share of such common stock or ADRs over such period as determined, using a volume­ weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

The above provisions of this Section 14 shall similarly apply to successive Reorganization Events, and the provisions of Section 13 shall apply to any shares of capital stock or ADRs of the Corporation (or any successor thereto) received by the holders of Common Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 14.

Section 15. Transfer Agent, Registrar, and Conversion and Dividend Disbursing Agent. The

duly appointed Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent for Mandatory Convertible Preferred Stock shall be Computershare Inc. The Corporation may, in its sole discretion, remove the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in accordance with the agreement between the Corporation and the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent, as the case may be; provided that if the Corporation removes Computershare Inc., the Corporation shall appoint a successor transfer agent, registrar or conversion and dividend disbursing agent, as the case may be, who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall give notice thereof to the Holders.

Record Holders.To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and treat the Holder of any shares of Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

Section 17. Notices.All notices or communications in respect of Mandatory Convertible Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Third Restated Certificate ofincorporation or theBy-Lawsand by applicable law. Notwithstanding the foregoing, if the shares of Mandatory Convertible Preferred Stock are represented by Global Preferred Shares, such notices may also be given to the Holders in any manner permitted by DTC or any similar facility used for the settlement of transactions in Mandatory Convertible Preferred Stock.

Section 18. No Preemptive Rights.The Holders shall have no preemptive or preferential rights to purchase or subscribe for any stock, obligations, warrants or other securities of the Corporation of any class.

Other Rights.The shares of Mandatory Convertible Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Third Restated Certificate of Incorporation or as provided by applicable law.

Book-EntryForm.(a) The Mandatory Convertible Preferred Stock shall be issued in the form of one or more permanent global shares of Mandatory Convertible Preferred Stock in definitive, fully registered form eligible forbook-entrysettlement with the global legend as set forth on the form of Mandatory Convertible Preferred Stock certificate attached hereto asExhibit A(each, a"Global Preferred Share"),which is hereby incorporated in and expressly made part of this Certificate of Designations. The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage(providedthat any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Shares shall be deposited on behalf ofthe Holders represented thereby with the Registrar, at its New York office as custodian for the Depositary, and registered in the name of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be

34

increased or decreased by adjustments made on the records ofthe Registrar and the Depositary or its nominee as hereinafter provided.

This Section 20(a) shall apply only to a Global Preferred Share deposited with or on behalfofthe Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 20(a), countersign and deliver any Global Preferred Shares that (i) shall be registered in the name ofCede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner ofsuch Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, this Certificate ofDesignations or the Third Restated Certificate of Incorporation.

Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery ofcertificated shares of Mandatory Convertible Preferred Stock, unless (x) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases to be a "clearing agency" registered under the Exchange Act and the Corporation does not appoint a qualified replacement for the Depositary within 90 days. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and such definitive stock certificates shall be registered in the name or names ofthe Person or Persons specified by the Depositary in a written instrument to the Registrar.

1. Signature. Two Officers permitted by applicable law shall sign each Global Preferred Share for the Corporation, in accordance with the Corporation'sBy-Laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Registrar countersigned such Global Preferred Share, such Global Preferred Share shall be valid nevertheless. A Global Preferred Share shall not be valid until an authorized signatory ofthe Registrar manually countersigns such Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature. The foregoing paragraph shall likewise apply to any certificate representing shares ofMandatory Convertible Preferred Stock.

Section 21. Listing.The Corporation hereby covenants and agrees that, ifits listing application for the Mandatory Convertible Preferred Stock is approved by NYSE, upon such listing, the Corporationshall use its commercially reasonable efforts to keep the Mandatory Convertible Preferred Stock listed on NYSE.

If the Global Preferred Share or Global Preferred Shares, as the case may be, or the Mandatory Convertible Preferred Stock represented thereby shall be listed on NYSE or any other stock exchange, the Depositary may, with the written approval of the Corporation, appoint a registrar (acceptable to the Corporation) for registration ofsuch Global Preferred Share or Global Preferred Shares, as the case may be, or the Mandatory Convertible Preferred Stock represented thereby in accordance with the requirements of such exchange. Such registrar (which may be the Registrar ifso permitted by the requirements ofsuch exchange) may be removed and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Corporation. If the Global Preferred Share or Global Preferred Shares, as the case may be, or the Mandatory Convertible Preferred Stock represented thereby, are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Corporation, arrange such facilities for the delivery, transfer, surrender and exchange of such Global Preferred Share or Global Preferred Shares, as the case may be, or the Mandatory Convertible Preferred Stock represented thereby as may be required by law or applicable stock exchange regulations.

Section 22. Stock Certificates.(a) Shares ofMandatory Convertible Preferred Stock may be represented by stock certificates substantially in the form set forth as Exhibit A hereto.

1. Stock certificates representing shares ofthe Mandatory Convertible Preferred Stock shallbe signed by any two authorized Officers of the Corporation, in accordance with theBy-Lawsand applicable Delaware law, by manual or facsimile signature.
2. A stock certificate representing shares ofthe Mandatory Convertible Preferred Stock shall not be valid until manually countersigned by an authorized signatory ofthe Registrar and Transfer Agent. Each stock certificate representing shares ofthe Mandatory Convertible Preferred Stock shall be dated the date ofits countersignature.

(d) If any Officer ofthe Corporation who has signed a stock certificate no longer holds that office at the time the Registrar and Transfer Agent countersigns the stock certificate, the stock certificate shall be valid nonetheless.

Section 23. Replacement Certificates.Ifany Mandatory Convertible Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense ofthe Holder, issue, in exchange and in substitution for and upon cancellation ofthe mutilated Mandatory Convertible Preferred Stock certificate, or in lieu of and substitution for the Mandatory Convertible Preferred Stock certificate lost, stolen or destroyed, a new Mandatory Convertible Preferred Stock certificate oflike tenor and representing an equivalent Liquidation Preference ofshares ofMandatory Convertible Preferred Stock, but only upon receipt ofevidence ofsuch loss, theft or destruction ofsuch Mandatory Convertible Preferred Stock certificate and indemnity, ifrequested, reasonably satisfactory to the Corporation and the Transfer Agent.

36

EXHIBIT A

[FORM OF FACE OF 5.50% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A

CERTIFICATE)

[INCLUDE FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Certificate Number [ ] [Initial] Number ofShares ofMandatory

Convertible Preferred Stock [ ]

CUSIP 101137 206

ISINUSl0l1372067

BOSTON SCIENTIFIC CORPORATION

5.50% Mandatory Convertible Preferred Stock, Series A

(par value $0.01 per share)

(Liquidation Preference as specified below)

Boston Scientific Corporation, a Delaware corporation (the "Comoration"),hereby certifies that [ (the"Holder"),is the registered owner of [ ] [the number shown onSchedule Ihereto of] fully paid and non-assessable shares of the Corporation's designated 5.50% Mandatory Convertible Preferred Stock, Series A, with a par value of$0.01 per share and a Liquidation Preference of$100.00 per share (the"Mandatory Convertible Preferred Stock").The shares ofMandatory Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions ofMandatory Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions ofthe Certificate ofDesignations of5.50% Mandatory Convertible Preferred Stock, Series A ofBoston Scientific Corporation dated May 27, 2020 as the same may be amended from time to time (the"Certificate of Designations").Capitalized terms used herein but not defined shall have the meaning given them in the Certificate ofDesignations. The Corporation will provide a copy ofthe Certificate ofDesignations to the Holder without charge upon written request to the Corporation at its principal place of business. In the case ofany conflict between this Certificate and the Certificate ofDesignations, the provisions ofthe Certificate ofDesignations shall control and govern.

Reference is hereby made to the provisions of Mandatory Convertible Preferred Stock set forth on the reverse hereofand in the Certificate ofDesignations, which provisions shall for all purposes have the same effect as ifset forth at this place.

Upon receipt ofthis executed certificate, the Holder is bound by the Certificate ofDesignations and is entitled to the benefits thereunder.

Unless the Registrar and Transfer Agent have properly countersigned, these shares ofMandatory Convertible Preferred Stock shall not be entitled to any benefit under the Certificate ofDesignations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalfofthe Corporation by two Officers ofthe Corporation this [ ] of [ ] [ ].

BOSTON SCIENTIFIC CORPORATION

By:-------------------

Name: Robert J. Castagna

Title: Vice President and Treasurer

By:-------------------

Name: Vance R. Brown

Title: Vice President, Chief Corporate Counsel and

Assistant Secretary

COUNTERSIGNATURE

These are shares ofMandatory Convertible Preferred Stock referred to in the within-mentioned Certificate ofDesignations.

Dated: [

], [

COMPUTERSHARE INC.,

as Registrar and Transfer Agent

By:

Name:

Title:

[FORM OF REVERSE OF CERTIFICATE FOR 5.50% MANDATORY CONVERTIBLE PREFERRED STOCK,

SERIES A]

Cumulative dividends on each share ofMandatory Convertible Preferred Stock shall be payable at the applicable rate provided in the Certificate ofDesignations.

The shares ofMandatory Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate ofDesignations.

The Corporation shall furnish without charge to each Holder who so requests the powers, designations, limitations, preferences and relative, participating, optional or other special rights ofeach class or series ofstock of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.

NOTICE OF CONVERSION

(To be Executed by the Holder

in order to Convert 5.50% Mandatory Convertible Preferred Stock, Series A)

The undersigned hereby irrevocably elects to convert (the "Conversion") 5.50% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock"), ofBoston Scientific Corporation (hereinafter called the "Corporation"), represented by stock certificate No(s). [ ] (the "Mandatory Convertible Preferred Stock Certificates"), into common stock, par value $0.01 per share, ofthe Corporation (the "Common Stock") according to the conditions ofthe Certificate ofDesignations of Mandatory Convertible Preferred Stock (the "Certificate ofDesignations"), as of the date written below. Holders that submit shares ofMandatory Convertible Preferred Stock during a Fundamental Change Conversion Period shall be deemed to have exercised their Fundamental Change Conversion Right.

IfCommon Stock is to be issued in the name ofa Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, ifany. Each Mandatory Convertible Preferred Stock Certificate (or evidence ofloss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate ofDesignations.

Date of Conversion:

Applicable Conversion

Rate:

Shares ofMandatory Convertible Preferred Stock to be

Converted:

Shares ofCommon Stock to be

Issued:*

Signature:

Name:------------------

Address:**

Fax No.:

• The Corporation is not required to issue Common Stock until the original Mandatory Convertible Preferred Stock Certificate(s) (or evidence ofloss, theft or destruction thereof) to be converted are received by the Corporation or the Conversion and Dividend Disbursing Agent.

**Address where Common Stock and any other payments or certificates shall be sent by the Corporation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of5.50% Mandatory Convertible Preferred Stock, Series A evidenced hereby to:

(Insert assignee's social security or taxpayer identification number, ifany)

(Insert address and zip code ofassignee)

and irrevocably appoints:

as agent to transfer the shares of5.50% Mandatory Convertible Preferred Stock, Series A evidenced hereby on the books ofthe Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:---------------------------------------

(Sign exactly as your name appears on the other side ofthis Certificate)

SignatureGuarantee:-----------------------------------

(Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of1934, as amended.)

SCHEDULE I

Boston Scientific Corporation

Global Preferred Share

5.50% Mandatory Convertible Preferred Stock, Series A

Certificate Number:

The number ofshares ofMandatory Convertible Preferred Stock initially represented by this Global Preferred Share shall be [ ]. Thereafter the Registrar and Transfer Agent shall note changes in the number of shares ofMandatory Convertible Preferred Stock evidenced by this Global Preferred Share in the table set forth below:

Amount of Decrease	Amount of Increase in	Number of Shares	Signature of
Represented by this
in Number of Shares	Number of Shares	Global Preferred	Authorized Officer of
Represented by this	Represented by this	Share following	Transfer Agent and
Global Preferred Share	Global Preferred Share	Decrease or Increase		Registrar

(I)	Attach Schedule I only to Global Preferred Shares.