<PAGE>
9
holders of Common Stock for United States Federal income tax purposes, so
long as such additional adjustments pursuant to this Section 2.4(b) do not
decrease the Formula Number.
(c) All calculations under this Section 2 and Section 3 shall be
made to the nearest cent, onehundredth of a share or, in the case of the
Formula Number, one hundredthousandth. Notwithstanding any other
provision of this Section 2.4, the Corporation shall not be required to
make any adjustment of the Formula Number unless such adjustment would
require an increase or decrease of at least one percent (1%) of the Formula
Number. Any lesser adjustment shall be carried forward and shall be made
at the time of and together with the next subsequent adjustment that,
together with any adjustment or adjustments so carried forward, shall
amount to an increase or decrease of at least one percent (1%) of the
Formula Number. Any adjustments under this Section 2.4 shall be made
successively whenever an event requiring such an adjustment occurs.
(d) Promptly after an adjustment in the Formula Number is
required, the Corporation shall provide written notice to each of the
holders of shares of this Series, which notice shall state the adjusted
Formula Number.
(e) Notwithstanding anything to the contrary in this Section 2.4
or the Certificate, if the Corporation pays a dividend with respect to its
outstanding Common Stock in the form of additional shares of Common Stock,
and the Corporation pays an equivalent dividend with respect to its

outstanding Series LMCNV Common Stock, if any, in the form of additional
shares of Series LMCNV Common Stock, then:
(i) the Corporation shall pay a dividend with respect to the
outstanding shares of this Series, if any, in the form of additional
shares of this Series, payable at the same time with the same record
date and in the same ratio as the dividend with respect to the Common
Stock (including treatment of fractional shares); and
(ii) if the Corporation pays a dividend in accordance with
clause (i) above or if there are at the time no shares of this Series
outstanding, there shall not be any adjustment to the Formula
