Citigroup (C)

Section 2.              Number of Shares.

The number of authorized shares of Series AA Preferred Stock shall be 149,500.  That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series AA Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized.  The Company shall have the authority to issue fractional shares of Series AA Preferred Stock.

Section 2.  Number of Shares.

The number of authorized shares of Series E Preferred Stock shall be 240,000.  That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series E Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized.  The Company shall have the authority to issue fractional shares of Series E Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series F Preferred Stock shall be 92,000.  That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized.  The Company shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 2.  Number of Shares.

The number of authorized shares of Convertible Preferred Stock shall be 66,700.  That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Convertible Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee  or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions  of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized.  The Company shall have the authority to issue fractional shares of Convertible Preferred Stock.