Common use of Adjustment of Purchase Price, Number of Shares or Number of Rights Clause in Contracts

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, or

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Ai) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (Bii) subdivide the outstanding Common SharesStock, (Ciii) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Common Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Common Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person shall become an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the then number of shares of Common Stock for which a Right is then exercisable in accordance with the terms of this Agreement such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined 13 pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient Treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or common stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (d) If the Company shall fix a record date for the issuance of rights or warrants to all holders of Common Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having the same or more favorable rights, privileges and preferences as the Common Stock ("equivalent common stock")) or securities convertible into Common Stock or equivalent common stock, at a price per share of Common Stock or per share of equivalent common stock or having a conversion or exercise price per share, as the case may be, less than the current market price per share of Common Stock (as defined in Section 11(f) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the 14 total number of shares of Common Stock or equivalent common stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or equivalent common stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Common Stock, but including any dividend payable in stock other than Common Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Common Stock (as defined in Section 11(f) hereof) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Common Stock, and the denominator of which shall be such current market price for one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (f) For the purpose of any computation hereunder, the "current market price" of any security (a "Security" for purposes of this Section 11(f)), on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation current market price per share of such merger Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or combination (other than distribution on such Security payable in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation such Security or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (ii) any class subdivision, combination or reclassification of capital stock such Security, and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the "current market price" shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, or15

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered Preferred Stock purchaseable by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 119. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common SharesPreferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares Preferred Stock or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a9(a), the Purchase Price in effect at the time of the record date for such dividend or as of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon the exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (Ay) 50% of the then current per share market price of the Company’s Common Stock (determined pursuant to Section 9(d) hereof) as of the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of any such Acquiring Person, including, without limitation, any Rights issued in respect of any Common Stock that are beneficially owned by any Acquiring Person at the time such Acquiring Person becomes an Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provisions of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights are void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be sufficient Common Stock issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Stock for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Stock or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of this Agreementissuance of such Preferred Stock or fraction thereof. (b) In case the Company shall fix a record date for the issuance of rights, directly options or indirectlywarrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or shares having the same rights, privileges and preferences as the Preferred Stock; (“Equivalent Preferred Stock”) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per Preferred Share or Equivalent Preferred Share (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the then current per share market price of the Preferred Stock (as defined in Section 9(d)) on such record date, the Purchase Price to be in effect after such record date shall (1) merge into be determined by multiplying the Corporation or otherwise combine with Purchase Price in effect immediately prior to such record date by a fraction, the Corporation and the Corporation numerator of which shall be the continuing or surviving corporation number of Preferred Stock outstanding on such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary record date plus the number of Preferred Stock which the aggregate offering price of the Corporationtotal number of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Stock outstanding on such record date plus the number of additional Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, (3) however, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Stock owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than regular quarterly cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 9(1) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Stock after such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the “current per share market price” of its Subsidiariesany security (a “Security”) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional distribution on such Security payable in shares of any class of capital stock of the Corporation or any of its Subsidiaries such Security or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6B) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orany

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares or other securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that any Person becomes an Acquiring Person (a "Section 11(a)(ii) Event"), unless the event causing such Person to become an Acquiring Person is an acquisition of Common Shares of the Company pursuant to a tender or exchange offer for all outstanding Common Shares of the Company at a price and on terms determined by at least a majority of the members of the Board of Directors of the Company who are not Acquiring Persons or representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment banking firms, to be (A) at a price which is fair to stockholders (taking into account all factors which such directors deem relevant, including, without limitation, prices which could reasonably be achieved if the Company or its assets were to be sold on an orderly basis designed to realize maximum value) and (B) otherwise in the best interests of the Company and its stockholders, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (which product, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement), and dividing that product by (y) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such Section 11(a)(ii) Event (such number of shares being referred to as the "Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In lieu of this Agreementissuing Common Shares of the Company in accordance with Section 11(a)(ii) hereof, directly the Company, acting by resolution of its Board of Directors, may (and, in the event that the number of Common Shares of the Company which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, shall the Company, acting by resolution of its Board of Directors, shall): (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), over (2) the Purchase Price attributable to each Right (such excess, the "Spread") and (B) with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination respect to each Right (other than in a transaction subject to the second paragraph of Section 13 11(a)(ii) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) merge a reduction in the Purchase Price, (3) Common Shares or otherwise combine with other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has deemed to have the same value as Common Shares of the Company (such shares or units of preferred stock hereinafter called "Common Share Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing having an aggregate value equal to the Current Value, where such aggregate value has been determined by action of the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company which has theretofore performed no services for the Company or any Subsidiary of the CorporationCompany in the past five (5) years; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (3B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the first date that the right to redeem the Rights pursuant to Section 23 hereof, as such date may be amended pursuant to Section 27 hereof, shall expire (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares of the Company (to the extent available) and then, if necessary, cash, securities and/or assets that in one the aggregate have a value equal to the Spread. If, after the occurrence of a Section 11(a)(ii) Event, the number of Common Shares that are authorized by the Company's Restated Certificate of Incorporation but not outstanding or more transactions (reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit exercise in connection full of the Rights in accordance with Section 11(a)(ii) hereof and the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the terms of this Section 11(a)(iii), the Company (x) shall provide, subject to the second paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for the authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to the first sentence of this Section 11(a)(iii) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares of the Company shall be their current per share market price (as determined pursuant to Section 11(d) hereof) on the date of the first occurrence of the Section 11(a)(ii) Event, and the per share or per unit value of any Common Share Equivalents shall be deemed to equal the current per share market price of the Common Shares of the Company on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the "current per share market price" of its Subsidiariesany security (a "Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) which fall within the one-year period ending on such date and have the lowest such average; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or otherwise obtain from (B) any subdivision, combination or reclassification of such Security and prior to the Corporation expiration of thirty (30) Trading Days after the ex-dividend date for such dividend or any distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiariessuch Security. The closing price for each day shall be the last sale price, with or without considerationregular way, any additional shares of any class of capital stock or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either case, at rates case as reported in accordance the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orNew York Stock

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section (a) (i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-thousandths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Board of Directors of the Company has deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d)) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be, on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) Except as otherwise provided herein, for the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereafter defined in this paragraph (d)) receive immediately prior to, but not including, such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries'Rights) past practices, or (6B) receive any subdivision, combination or reclassification of such Common Stock, and prior to the benefitexpiration of the requisite 30 Trading Day or 10 Trading Day period, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by set forth above after the Corporation or any of its Subsidiaries, ex-dividend date for such dividend or

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Ai) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (Bii) subdivide the outstanding Common SharesStock, (Ciii) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Common Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Common Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person shall become an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the then number of shares of Common Stock for which a Right is then exercisable in accordance with the terms of this Agreement such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, that in no event shall the consideration to be paid upon the exercise if there are unavailable sufficient shares (or fractions of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionsshares) of any assets (including securities) toCommon Stock and/or common stock equivalents, from, with or of, then the Company shall take all such action as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, or

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares of Common Shares Stock covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of shares of Common Shares Stock or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by (Ay) 50% of the then current per share market price of the Company's Common Stock determined pursuant to Section 11(d) hereof on the date of the occurrence of such event; provided, however, that if the transaction that would otherwise give rise to the adjustment is also subject to the provisions of Section 13, then only the provisions of Section 13 shall apply and no adjustment shall be made pursuant to this Section 11 (a)(ii). In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after whose Rights would be void pursuant to the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation preceding sentence shall be cancelled. (iii) In the continuing event that there shall not be sufficient Common Stock issued but not outstanding or surviving corporation of such merger or combination (other than authorized but unissued to permit the exercise in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary full of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's foregoing subparagraph (or its Subsidiaries'ii), the Company shall either (A) past practices, take all such action as may be necessary to authorize additional Common Stock for issuance upon exercise of the Rights or (6B) receive if the benefitBoard of Directors so elects, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orsubstitute for each share of

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares Shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that any Person shall become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to two times the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (Ax) multiplying two times the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event (such number of shares, the “Adjustment Shares”). In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not, except as permitted by Section 24 or Section 27, take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after such time as a Person becomes an Acquiring Person (a “Section 11(a)(ii) Event”), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to ensure that the provisions of this Agreementparagraph are complied with, directly but shall have no liability to any holder of Right Certificates or indirectlyother Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (iii) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued (and not reserved for issuance for purposes other than upon exercise of the Rights) to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for the Corporation and Adjustment Shares, upon payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has deemed to have the same value as Common Shares (such shares of preferred stock, hereinafter referred to as “common stock equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to substitute for the Adjustment Shares pursuant to clause (B) above within thirty (30) days following the occurrence of a Section 11(a)(ii) Event (the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one good faith that it is likely that sufficient additional Common Shares might be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any “common stock equivalent” shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or more transactions warrants to all holders of Common Shares entitling them (other for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares or securities convertible into Common Shares at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the then current per share market price of the Common Shares (as defined in connection with Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, the “current per share market price” of its Subsidiariesthe Common Shares or any other security (a Common Share or other security, a “Security” for the purpose of this Section 11(d)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or otherwise obtain from (B) any subdivision, combination or reclassification of such Security and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiariessuch Security. The closing price for each Trading Day shall be the last sale price, with or without considerationregular way, any additional shares of any class of capital stock or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Securities are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Security is listed or its Subsidiaries') past practicesadmitted to trading or, if the Security is not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation National Association of Securities Dealers, Inc. Automated Quotations System (“Nasdaq”) or any of its Subsidiariessuch other system then in use, or, if on

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightsection 11(a)(ii). (ii) Subject to Section 24 25 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 14(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 24(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 24(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, at rates case as reported in accordance the principal consolidated transaction reporting system with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orrespect to securities listed

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and in Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock and other securities which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii) hereof. (ii) Subject to the provisions of Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person (except pursuant to a tender or any Associate or Affiliate of any Acquiring Person, exchange offer for all outstanding Common Shares at any time after a price and on the terms determined prior to the date of the first acceptance of payment for any of such shares by at least a majority of the members of the Company's Board of Directors who are not officers of the Company to be in the best interests of the Company and its shareholders (other than the Person or an Affiliate or Associate thereof on whose behalf the offer is being made) (a "Permitted Offer")), then, promptly thereafter, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a Preferred Share for which a Right is then exercisable, and (y) dividing that product by 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event (such number of shares being referred to as the "number of Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if a majority of the Company's Board of Directors determine that such action is necessary or indirectlyappropriate and not contrary to the interests of holders of Rights, shall elect to (1) merge into and, in the Corporation or otherwise combine event that the Company has not exercised the exchange right set forth in Section 24 hereof and there are not sufficient treasury shares and authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with the Corporation foregoing subparagraph (ii), the Company shall) take all such action as may be necessary to authorize, issue or pay, upon the exercise of the Rights, cash (including by way of a reduction of the Purchase Price), property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11(a)(ii), which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Company's Board of Directors. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof and the Corporation value of any Preferred Shares or other preferred stock which a majority of the Company's Board of Directors determines to be a "common shares equivalent" shall be deemed to have the same value as the Common Shares. Any such election by the Company's Board of Directors must be made and publicly announced within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred. Following the occurrence of the event described in Section 11(a)(ii) hereof, a majority of the Company's Board of Directors may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred to the extent that the Board of Directors of the Company has not determined whether to exercise its rights of election under this Section 11(a)(iii). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same or more favorable rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or per equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the current per share market price of the Preferred Shares (as defined in Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the continuing number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or surviving corporation purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such merger or combination (other than consideration shall be as determined reasonable and in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2) merge statement filed with the Rights Agent and shall be conclusive for all purposes and binding on the Rights Agent and the holders of Rights. Preferred Shares and equivalent preferred shares owned by or otherwise combine with any Subsidiary held for the account of the Corporation, (3) in one or more transactions (other than in connection with Company shall not be deemed outstanding for the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of Preferred Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionsCompany is the continuing corporation) of any assets (including securities) toevidences of indebtedness, from, with or of, as the case may be, the Corporation or any of its Subsidiaries cash (other than a regular quarterly cash dividend out of the earnings or the retained earnings of the Company) or assets (other than a dividend payable in a transaction subject Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 13 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (5as defined in Section 11(d) receive hereof) on such record date, less the fair market value (as determined reasonably and in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes and binding upon the Rights Agent and the holders of Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants distributable in respect of one Preferred Share and the denominator of which shall be the current per share market price of the Preferred Shares (as defined in Section 11(d) hereof). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any compensation from the Corporation or any of its Subsidiaries computation hereunder, other than compensation computations made pursuant to Section 11(a)(iii) hereof, the "current per share market price" of the Common Shares on any date shall be deemed to be the average of the daily closing prices per share of such Common Shares for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a director period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in such Common Shares or securities convertible into such Common Shares, or (B) any subdivision, combination or reclassification of such Common Shares, and prior to the expiration of 30 Trading Days after the ex-dividend date for full-time employment as a such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share equivalent. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Common Shares are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Common Shares are listed or its Subsidiaries') past practicesadmitted to trading or, if the Common Shares are not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price, directly or indirectly (except proportionately or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation Nasdaq Stock Market ("Nasdaq") or any of its Subsidiariessuch other quotation system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. If on any such date no market

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.the (i) In the event that the Corporation Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, reclassification and the number and kind of shares of capital stock issuable on such date, date shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Share transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement24, in the event that any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (Aor any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Rights Agreement. No Right Certificate shall be issued pursuant to Section 3 to represent Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof whose Rights have become void pursuant to the preceding sentence; no Right Certificate shall be issued at any time for the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate as such Rights would be void pursuant to the preceding sentence; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person shall be canceled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine Rights in accordance with the Corporation foregoing subparagraph (ii), the Company shall take all such action as may be (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Corporation Preferred Shares ("equivalent preferred shares")) or Securities convertible into or exchangeable for Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion or exchange price per share, if a Security convertible into or exchangeable for Preferred Shares or equivalent preferred shares) less than the then-current per share market price of the Preferred Shares on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion or exchange price of the convertible or exchangeable (c) In case the Company shall fix a record date for making a distribution to all holders of the Preferred Shares (including any such distribution to be made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation corporation) of such merger assets or combination evidences of indebtedness (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the -19- 23 numerator of which shall be the then-current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2statement filed with the Rights Agent) merge or otherwise combine with any Subsidiary of the Corporationportion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share, (3) and the denominator of which shall be such current per share market price of the Preferred Shares; provided, however, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the "current per share market price" of any Security on any date shall be deemed to be the average of the daily closing prices per share or other unit of such Security for the 30 consecutive Trading Days immediately prior to such date; provided, however, that in the event that the current per share market price of a Security is to be determined for any date during a period that follows the announcement by the issuer of its Subsidiaries such Security of (A) a dividend or for securities exercisable for distribution on such Security payable in shares or other units of such Security or Securities convertible into or exchangeable for such shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders units of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practicesSecurity, or (6B) receive any subdivision, combination or reclassification of such Security and does not end prior to the benefitexpiration of 30 Trading Days after the ex-dividend date for such dividend or distribution or the record date for such subdivision, directly combination or indirectly (except proportionately as a shareholder)reclassification, of any loansthen, advancesand in each such case, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orcurrent per share market price shall be

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.. (a) (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in shares of the Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightany adjustment required pursuant to Section 11(a)(ii). (ii) Subject In the event any Person shall become an Acquiring Person, each holder of a Right shall thereafter have a right to Section 24 receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, in such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) the Purchase Price or, if less than the Purchase Price, the then current per share market price of the Company's Common Stock (determined pursuant to Section 11(d) hereof) on the date on which any Person shall become an Acquiring Person. In the event that (A) any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. Notwithstanding the foregoing or anything in this Agreement to the contrary, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (b) In the case the Company shall fix a record date for the issuance of rights or warrants to all holders of the Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase the date of this Agreement, directly Common Stock (or indirectly, shall (1) merge securities convertible into the Corporation Common Stock) at a price per share of the Common Stock (or otherwise combine with having a conversion price per share of the Corporation and Common Stock, if a security is convertible into the Corporation Common Stock) less than the current market price per share of the Common Stock (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the continuing or surviving corporation number of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary shares of the Corporation, (3) in one or more transactions (other than in connection with Common Stock outstanding on such record date plus the exercise number of Rights or the exercise or conversion of securities exercisable or convertible into capital stock shares of the Corporation or any Common Stock which the aggregate offering price of its Subsidiaries) transfer any assets to the Corporation or any total number of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock the Common Stock so to be offered (and/or the aggregate initial conversion price of the Corporation or any convertible securities so to be offered) would purchase at such current market price and of its Subsidiaries or for securities exercisable for or convertible into which the denominator shall be the number of shares of any class the Common Stock outstanding on such record date plus the number of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class the Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of capital stock which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Corporation Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of the Common Stock owned by or any held for the account of its Subsidiaries or securities exercisable the Company shall not be deemed outstanding for or convertible into shares the purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights or any of its Subsidiaries warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date has not been fixed. (other than as part c) In case the Company shall fix a record date for the making of a pro rata distribution to all holders of the Common Stock (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionsCompany is the continuing corporation) of any evidences of indebtedness or assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or a dividend payable in Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the current market price per share of the Common Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance statement filed with the Corporation's Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of the Common Stock and of which the denominator shall be such current market price per share of the Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation under Section 11(b) or its Subsidiaries'(c) past practiceshereof, the "current market price" per, or value of a, share of the Common Stock on any date of determination shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (6as such term is hereinafter defined) receive immediately prior to such date, and for the benefit, directly or indirectly (except proportionately as a shareholder), purpose of any loanscomputation in Section 11(a)(ii) and Section 13, advancesthe "current market price" per, guaranteesor "value" of a, pledges or other financial assistance or share of Common Stock on any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, ordate shall be

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on or distribution with respect to the Common Shares Preferred Stock payable in Common Sharesshares of capital stock, securities or other assets, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock, capital stock stock, securities or other assets, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock stock, securities or other assets which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. (b) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than shares of Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 11, and the provisions of Sections 7, 9, 10, and 13 with respect to the Preferred Stock shall apply on like terms to any such other shares. (c) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (d) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of shares of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(d), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 13, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. (e) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per share and the number of shares which were expressed in the initial Right Certificates issued hereunder. (f) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-thousandth of the then stated value, if any, of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-thousandths of a share of such Preferred Stock at such adjusted Purchase Price. (g) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the shares of Preferred Stock and other capital stock or securities or assets of the Company, if any, issuable upon such exercise over and above the shares of Preferred Stock and other capital stock or securities or assets of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that in no event the Company shall the consideration deliver to be paid such holder a due xxxx or other appropriate instrument evidencing such holder's right to receive such additional shares upon the exercise of one Right be less than the aggregate par value, if any, occurrence of the shares of capital stock of the Corporation issuable upon exercise of one Rightevent requiring such adjustment. (iih) Subject Anything in this Agreement to Section 24 of this Agreementthe contrary notwithstanding, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, the Company shall at any time after the date Record Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of this Agreement(x) Common Stock payable in shares of Common Stock, directly (y) Series A Preferred Stock payable in shares of Series A Preferred Stock or indirectly(z) Series B Preferred Stock payable in shares of Series B Preferred Stock, (ii) subdivide the outstanding shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, or (iii) combine the outstanding shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock, Series A Preferred Stock or Series B Preferred Stock, as applicable, then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall (1) merge into be proportionately adjusted so that the Corporation or otherwise combine number of Rights thereafter associated with each such share following any such event shall equal the Corporation and result obtained by multiplying the Corporation number of Rights associated with each such share immediately prior to such event by a fraction, the numerator of which shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders total number of such shares of any class of capital stock outstanding immediately prior to the occurrence of the Corporationevent and the denominator of which shall be the total number of such shares outstanding immediately following the occurrence of such event. (i) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, the Company may, in lieu of making any adjustment to the Purchase Price, the number of shares of Preferred Stock eligible for purchase on exercise of each Right or any the number of its SubsidiariesRights outstanding, which adjustment would otherwise be required by Section 11(a) or 11(d), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer make such other equitable adjustment or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, adjustments thereto as the case may be, Board of Directors (whose determination shall be conclusive) deems appropriate in the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance circumstances and not inconsistent with the Corporation's (or its Subsidiaries') past practices, or (6) receive objectives of the benefit, directly or indirectly (except proportionately as a shareholder), Board of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orDirectors in adopting this Agreement and such Sections.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each or interests therein that the holder of a Right Certificate is entitled to purchase on the exercise of the Rights evidenced thereby and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of at the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock or interests therein issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock or interests therein which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii) hereof. (ii) Subject to Section Sections 23 and 24 of this Agreement, in the event any Person shall become an Acquiring Person, proper provision shall be made so that each holder of a Right shall thereafter have a right to receive, upon exercise thereof in accordance with Section 7 hereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on the date such Person became an Acquiring Person. Notwithstanding the foregoing or anything in this Agreement to the contrary, from and after the time any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void without any further action by the Company, the Rights Agent, the Acquiring Person or any other Person, and any holder of such Rights shall thereafter have no rights whatsoever with respect to such Rights, whether under this Agreement (including the right to exercise such Rights under any provision of this Agreement) or otherwise. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence shall be canceled. (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Board of Directors determines that such action is necessary or appropriate, elect to issue or pay, upon the exercise of the Rights, cash, property, shares of preferred stock, notes, debentures or other securities, or any combination thereof (collectively “substitute consideration”), having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11(a)(ii), which value of such substitute consideration shall be determined by a nationally recognized investment banking firm selected by the Board of Directors; provided, however, that, except as provided in the second and third sentences of subparagraph (ii) of this Agreementparagraph (a), directly each holder of a Right must receive the same consideration upon the exercise of a Right. For purposes of this subparagraph (iii) the value of Common Shares shall be as determined pursuant to Section 11(d) hereof and the value of any preferred stock or indirectlyother securities comprising all or part of the substitute consideration which the Board of Directors determines to be the substantial equivalent of Common Shares shall be deemed to have the same value as the Common Shares. (iv) Subject to subparagraph (iii) of this paragraph (a), in the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with subparagraph (ii) of this paragraph (a), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights or, if unable to do so, shall take action permitted by subparagraph (1iii) merge of this paragraph (a) in respect of substitute consideration in order to satisfy fully its obligations to a holder of Rights exercising such Rights as contemplated hereby. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or shares having the same rights, privileges and preferences as the Common Shares (“equivalent preferred shares”)) or securities convertible into Common Shares or equivalent preferred shares at a price per Common Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Common Shares or equivalent preferred shares) less than the Corporation or otherwise combine with then current per share market price of the Corporation and Common Shares (as defined in Section 11(d)) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the continuing number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares and/or equivalent preferred shares to be offered for subscription or surviving corporation purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such merger or combination (other than consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2) merge reasonably detailed statement filed with the Rights Agent. Common Shares owned by or otherwise combine with any Subsidiary held for the account of the Corporation, (3) in one or more transactions (other than in connection with Company shall not be deemed outstanding for the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights, options or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of the Common Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, Company is the continuing or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionssurviving corporation) of any evidences of indebtedness or assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than a regular quarterly cash dividend paid out of earnings or retained earnings or a dividend payable in a transaction subject Common Shares) or subscription rights or warrants (excluding those referred to in Section 13 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares on such record date, less the fair market value (5as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a reasonably detailed statement filed with the Rights Agent) receive of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any compensation from computation hereunder, the Corporation “current per share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to, but not including, such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of its Subsidiaries other than compensation as a director such Security and prior to, but not including, the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security taking into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market or, at rates if the Security is not listed or admitted to trading on the Nasdaq National Market, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Security is listed or its Subsidiaries') past practicesadmitted to trading or, if the Security is not listed or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of admitted to trading on any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, ornational

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares Shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that any Person should become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (Ax) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person or any Associate or Affiliate of such Acquiring Person (including, without limitation, any Rights issued in respect of any Common Shares that are beneficially owned by any Acquiring Person at the time such Acquiring Person becomes an Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine Rights in accordance with the Corporation and foregoing subparagraph (ii), the Corporation Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares or securities convertible into Common Shares at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the continuing or surviving corporation number of Common Shares outstanding on such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary record date plus the number of Common Shares which the aggregate offering price of the Corporationtotal number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, (3) however, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, the "current per share market price" of its Subsidiariesthe Common Shares on any date shall be deemed to be the average of the daily closing prices per share of such Common Shares for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in shares of such Common Shares or securities convertible into such shares, or otherwise obtain from (B) any subdivision, combination or reclassification of such Common Shares and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any of its Subsidiariesdistribution, with or without considerationthe record date for such subdivision, any additional shares of any class of capital stock combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, at rates if the Common Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in accordance the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Shares are not publicly held or so listed or traded, "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightsection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authoriza- tion of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, at rates case as reported in accordance the principal consolidated transaction reporting system with the Corporation's (respect to securities listed or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, oradmit-

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on or distribution with respect to the Common Shares Preferred Stock payable in Common Sharesshares of capital stock, securities or other assets, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock, capital stock stock, securities or other assets, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock stock, securities or other assets which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. (b) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than shares of Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 11, and the provisions of Sections 7, 9, 10, and 13 with respect to the Preferred Stock shall apply on like terms to any such other shares. (c) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (d) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of shares of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicat- ing the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(d), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 13, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. (e) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per share and the number of shares which were expressed in the initial Right Certificates issued hereunder. (f) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-thousandth of the then stated value, if any, of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-thousandths of a share of such Preferred Stock at such adjusted Purchase Price. (g) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the shares of Preferred Stock and other capital stock or securities or assets of the Company, if any, issuable upon such exercise over and above the shares of Preferred Stock and other capital stock or securities or assets of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that in no event the Company shall the consideration deliver to be paid such holder a due bilx xx other appropriate instrument evidencing such holder's right to receive such additional shares upon the exercise of one Right be less than the aggregate par value, if any, occurrence of the shares of capital stock of the Corporation issuable upon exercise of one Rightevent requiring such adjustment. (iih) Subject Anything in this Agreement to Section 24 of this Agreementthe contrary notwithstanding, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, the Company shall at any time after the date Record Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of this AgreementCommon Stock payable in shares of Common Stock, directly (ii) subdivide the outstanding shares of Common Stock, or indirectly(iii) combine the outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall (1) merge into be proportionately adjusted so that the Corporation or otherwise combine number of Rights thereafter associated with each share of Common Stock following any such event shall equal the Corporation and result obtained by multiplying the Corporation number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the continuing or surviving corporation total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such merger event. (i) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, the Company may, in lieu of making any adjustment to the Purchase Price, the number of shares of Preferred Stock eligible for purchase on exercise of each Right or combination (other than in a transaction subject to the number of Rights outstanding, which adjustment would otherwise be required by Section 13 hereof11(a) or 11(d), make such other equitable adjustment or adjustments thereto as the Board of Directors (2whose determination shall be conclusive) merge or otherwise combine deems appropriate in the circumstances and not inconsistent with any Subsidiary the objectives of the Corporation, (3) Board of Directors in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of adopting this Agreement and such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orSections.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 23 of this Agreement, in the event that (A) any Acquiring Person Person, alone or any Associate or Affiliate of any together with its Affiliates and Associates, becomes an Acquiring Person, at any time then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 22(a) expire, or (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-thousandths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issu- ance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 22(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authoriza- tion of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to but not including such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the shares of the Common Stock are listed or its Subsidiaries') past practicesadmitted to trading or, or (6) receive if the benefit, directly or indirectly (except proportionately as a shareholder), shares of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orthe

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) 11.1 In the event the Corporation Company shall at any time after the date of this Agreement (Aa) declare a dividend on the Common Shares payable in Common Shares, (Bb) subdivide the outstanding Common Shares, (Cc) combine the outstanding Common Shares into a smaller number of Common Shares or (Dd) issue any shares of its capital stock securities in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. The adjustments provided for in this Section 11.1 shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. 11.2 In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or shares having the same rights, privileges and preferences as the Common Shares ("equivalent common shares")) or securities convertible into Common Shares or equivalent common shares at a price per Common Share or equivalent common share (or having a conversion price per share, if a security convertible into Common Shares or equivalent common shares) less than the then current per share market price of the Common Shares (as defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the purchase price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares and/or equivalent common shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares and/or equivalent common shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. 11.3 In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11.2 hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares, provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation issuable Company to be issued upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, . Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (Aa) For the purpose of any computation hereunder, the "current per share market price" of any security (a "Security" for the purpose of this Section 11.4(a)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (ii) any Acquiring Person subdivision, combination or any Associate or Affiliate reclassification of any Acquiring Person, at any time such Security and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination of this Agreementreclassification, directly or indirectlythen, and in each such case, the current per share market price shall (1) merge into be appropriately adjusted to reflect the Corporation or otherwise combine with the Corporation and the Corporation current market price per share equivalent of such Security. The closing price for each day shall be the continuing or surviving corporation of last sale price, regular way, or, in case no such merger or combination (other than in a transaction subject to Section 13 hereof)sale takes place on such day, (2) merge or otherwise combine with any Subsidiary the average of the Corporationclosing bid and asked prices, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction, at rates reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Security is listed or its Subsidiaries') past practicesadmitted to trading or, if the Security is not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any of its Subsidiariessuch other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightsection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Class A Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Class A Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Third Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Class A Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Class A Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Class A Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Class A Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the nu- merator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distri- bution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the shares of the Common Stock are listed or its Subsidiaries') past practicesadmitted to trading or, if the shares of the Common Stock are not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any of its Subsidiariessuch other system then in use, or, if on any such date the shares of the Common Stock are not quoted by such organization, the average of the closing

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in shares of the Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Common Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock (or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, alone or together with its Affiliates and Associates, becomes at any time after the Rights Dividend Declaration Date, an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, directly such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price for a full share of Common Stock by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event described above in this subparagraph (ii) (such number of shares is hereinafter referred to as the "Adjustment Shares"), provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) If (x) the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), or (y) any regulatory approvals necessary for the issuance of such Common Stock have not been obtained by the Company, or (z) the issuance of Common Stock of the Company shall not then be permitted under the Company's certificate of incorporation or any applicable law or administrative or judicial regulation or order, the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction respect to each Right, but subject to Section 13 hereof)9 hereof and, if and to the extent required, to the receipt by the Company of any necessary regulatory approvals, make adequate provision to substitute for the Adjustment Shares, upon exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange Company (in whole or in part) for including, without limitation, shares of any class preferred stock which the Board of capital stock Directors of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into Company has deemed to have the same value as shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose that if the Company shall not have made adequate provision to deliver value pursuant to clause (in one or more transactionsB) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expire (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available and subject to receipt by the Company of any assets necessary regulatory approvals) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights and that any necessary regulatory approvals for such issuance could be obtained, the thirty (including securities30) today period set forth above may be extended to the extent necessary, frombut not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, with in order that the Company may seek stockholder approval for the authorization of such additional shares and/or regulatory approvals for the issuance of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken and/or additional regulatory approvals obtained pursuant to the first and/or second sentences of this subparagraph (iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to obtain any required regulatory approvals and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement and shall give concurrent written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this subparagraph (iii), the value of the Common Stock shall be the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Section 11 (a) (ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to be the same as the value of Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this subparagraph (iii). (b) In case the Company shall fix a record date for the issuance of rights, options or ofwarrants to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having substantially the same rights, privileges and preferences as the shares of Common Stock ("Equivalent Common Stock") or convertible into Common Stock or Equivalent Common Stock) at a price per share of Common Stock or Equivalent Common Stock (or having a conversion price per share, if a security convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price (as defined in Section 11(d) per share of Common Stock or Equivalent Common Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock or Equivalent Common Stock which the aggregate offering price of the total number of shares of Common Stock or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (530) receive consecutive Trading Days (as such term is hereinafter defined in this paragraph (d)) immediately prior to such date and, for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above, after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date shall be as determined by the Board of Directors of the Company upon the advice of a nationally-recognized, independent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Corporation's (Rights Agent and shall be conclusive for all purposes. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or its Subsidiaries') past practicesadmitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or (6) receive admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the benefitState of New York are not authorized or obligated by law or executive order to close. If the Common Stock is not publicly held or not so listed or traded, directly or indirectly (except proportionately "Current Market Price" per share shall mean the fair value per share as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided determined by the Corporation or any Board of its SubsidiariesDirectors of the Company upon the advice of a nationally-recognized, orindependent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof (any such event, a "Section 11(a)(ii) Event"), then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-thousandths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which the Board of Directors of the Company has deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d)) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be, on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or immediately prior to such date and for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orpurposes of

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightsection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authoriza- tion of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the shares of the Common Stock are listed or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, oradmit-

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof (any such event, a "Section 11(a)(ii) Event"), then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-thousandths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not suffi- cient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which the Board of Directors of the Company has deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pur- suant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d)) per share of the Preferred Stock or Equivalent Preferred Stock, as the case may be, on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to and not including such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation or any average of its Subsidiaries other than compensation as a director or the daily closing prices per share of such Common Stock for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orten

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of the Preferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Shares Stock and/or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Rightsection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or any Associate or Affiliate of any Acquiring Person, at any time (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price for the number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event listed above in this subparagraph (ii) (such number of shares are hereinafter referred to as the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets shares, of preferred stock which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the Corporation or any of its Subsidiaries in exchange (in whole or in part) for same value as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price (including securitiesas determined pursuant to Section 11(d) tohereof) per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this Section 11(a)(iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock") or ofconvertible into the Preferred Stock or Equivalent Preferred Stock) at a price per share of the Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into the Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as defined in Section 11(d) per share of the Preferred Stock or Equivalent Pre- ferred Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Xxxxxx 00(x)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (5as such term is hereinafter defined in this paragraph (d)) receive immediately prior to such date and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the shares of the Common Stock are listed or its Subsidiaries') past practicesadmitted to trading or, if the shares of the Common Stock are not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orre-

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event event: A. a Trigger Event shall have occurred (other than through an acquisition described in subparagraph (iii) of this paragraph (a)); or B. during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization or reorganization of the Company or other transaction or series of transactions involving the Company which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries beneficially owned by any Acquiring Person or any Affiliate or Associate thereof, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company (such number of shares being referred to herein as the “Adjustment Shares”) as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of the earliest of the events described in clauses (A) and (B) above. From and after the occurrence of the earliest of the events described in clauses (A) and (B) above, any Rights that are or were acquired or are or were beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights (including any subsequent transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement. The Rights Agent shall have no liability to any holder of Right Certificates or other Person as a result of the Company’s or the Rights Agent’s failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates, or transferees hereunder. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be canceled. The Company shall give the Rights Agent written notice of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing, and the Rights Agent may rely on such written notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing, unless and until it shall have received such written notice. (iii) The right to buy Common Shares of the Company pursuant to subparagraph (ii) of this Agreementparagraph (a) shall not arise as a result of any Person becoming an Acquiring Person through a purchase of Common Shares pursuant to a tender offer made in the manner prescribed by Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder; PROVIDED, directly HOWEVER, that such tender offer shall provide for the acquisition of all of the outstanding Common Shares held by any Person other than such Person and its Affiliates or indirectlyAssociates at a price and on terms determined by at least a majority of the members of the Board who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment or financial advisers, to be (A) fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (B) otherwise in the best interests of the Company and its stockholders, employees, customers and communities in which the Company does business. (iv) In the event that there shall not be sufficient Common Shares authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”), over (2) the Purchase Price (such excess being hereinafter referred to as the “Spread”), and (B) with the Corporation and the Corporation shall be the continuing or surviving corporation of respect to each Right, make adequate provision to substitute for such merger or combination unavailable Adjustment Shares either (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) other equity securities of the Company, including without limitation, Preferred Shares, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having, together with the Adjustment Shares issued upon exercise of such Right, an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a reputable investment banking firm selected by the Board; PROVIDED, HOWEVER, if, within 30 days following the date of the occurrence of the earliest of the events described in one clauses (A) and (B) of Section 11(a)(ii) above, the Company shall have not made adequate provision to deliver value pursuant to clause (B) above, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent such shares are available) and then, if necessary, cash or Preferred Shares, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more transactions than 120 days following the date of the occurrence of the earliest of the events described in clauses (A) and (B) of Section 11(a)(ii) above, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, hereinafter referred to as the “Substitution Period”). To the extent that the Company determines that action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) per Common Share on the date of the occurrence of the earliest of the events described in clauses (A) and (B) of Section 11(a)(ii) above. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in connection good faith by the Board, whose determination shall be described in a statement filed with the exercise of Rights Agent. Preferred Shares owned by or held for the exercise or conversion of securities exercisable or convertible into capital stock account of the Corporation or any of its Subsidiaries) transfer any assets to Company shall not be deemed outstanding for the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such record date is fixed; and in the Corporation event that such rights, options or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of the Preferred Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, Company is the continuing or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionssurviving corporation) of any evidences of indebtedness or assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than a regular quarterly cash dividend or a dividend payable in a transaction subject Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 13 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (5) receive any compensation from as determined in good faith by the Corporation or any of its Subsidiaries other than compensation as Board, whose determination shall be described in a director or for full-time employment as a regular employee, in either case, at rates in accordance statement filed with the Corporation's Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the “current per share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; PROVIDED, HOWEVER, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or its Subsidiaries') past practicesdistribution on such Security payable in shares of such Security or securities convertible into such shares, or (6B) receive any subdivision, combination or reclassification of such Security and prior to the benefitexpiration of thirty (30) Trading Days after the ex-dividend date for such dividend or distribution, directly or indirectly (except proportionately the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price or, in case no such sale takes place on such day, the average of the closing bid and asked prices in either case as a shareholder)reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, of if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any loansnational securities exchange, advancesthe last reported trade in the over-the-counter market, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided as reported by the Corporation Nasdaq National Market (“Nasdaq”) or any of its Subsidiariessuch other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board, or, if in the judgment of the Board it shall not be practicable to obtain such information from such market maker, as determined in good faith by the Board. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event any Person shall become an Acquiring Person, other than pursuant to any transaction set forth in Section 13(a), each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to two times the then current Purchase Price per full Common Share multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying two times the then current Purchase Price per full Common Share by the number of Common Shares for which a Right is then exercisable and dividing that product by (Ay) any 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d)) on the date the Person became an Acquiring Person (such number of shares, the "Adjustment Shares"). From and after such time as a Person becomes an Acquiring Person (a "Section 11(a)(ii) Event"), any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to ensure that the provisions of this Agreementparagraph are complied with, directly but shall have no liability to any holder of Right Certificates or indirectlyother Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (iii) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (not reserved for issuance for purposes other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary upon exercise of the Corporation, (3Rights) in one or more transactions (other than in connection with to permit the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock in full of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates Rights in accordance with the Corporation's foregoing subparagraph (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholderii), the Company shall: (A) determine the excess of any loans(1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price payable with respect to such Right (such excess, advancesthe "Spread"), guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orand

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.. (a) (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide or split the outstanding Common Preferred Shares into a greater number of Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation consolidation, merger or merger statutory share exchange in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Preferred Shares (or other capital stock stock) issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock Preferred Shares which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) Subject In the event that any Person becomes an Acquiring Person, then proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement and in lieu of such number of Preferred Shares for which the Right is then exercisable, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 24 11(d)) on the date of an Acquiring Person having become such; provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). At its discretion, the Board of Directors of the Company may provide that holders of Rights, upon exercise thereof, shall receive, in lieu of Common Shares, such number of one thousandths of a share of Preferred Shares as shall equal the result obtained by (X) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Shares for which a Right is then exercisable and dividing the product by (Y) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date an Acquiring Person becomes such. Notwithstanding the foregoing, upon the occurrence of any of the events listed above in this subparagraph (ii), any Rights that are or were beneficially owned on or after the earlier of the Distribution Date or the Share Acquisition Date by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall become null and void in accordance with the provisions of Section 7(g) of this Agreement and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement, in the event . (iii) Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that (A) any represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate, and any time after Right Certificate issued pursuant to Section 6 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (iv) In the event that an event specified in Section 11(a)(ii) occurs and there shall not be sufficient treasury shares or authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) and the Board of Directors has not exercised its discretion pursuant to Section 11(a)(ii) to provide for the issuance of Preferred Shares in lieu of Common Shares, then the Company shall use its best efforts to carry out all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights; provided, however, if the Company is unable to cause the authorization of additional Common Shares sufficient for issuance upon exercise of the Rights within forty-five (45) days from the date the adjustment was required, the Company shall: (A) determine the excess of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine value of the Common Shares (the "Exercise Shares") issuable upon the exercise of a Right (the "Current Value") over (2) the then current Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation and Exercise Shares, upon payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Shares or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares, or any units of its Subsidiaries) transfer any assets to shares, of preferred stock which the Corporation or any Board of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock Directors of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock Company has deemed to have the same value as Common Shares of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Company (other than as part of a pro rata distribution to all holders of such shares of any class of capital preferred stock of the Corporation, or any of its Subsidiariesbeing "common share equivalents")), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) debt securities of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof)Company, (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practicesassets, or (6) receive any combination of the benefitforegoing, directly or indirectly having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (except proportionately as B) above within thirty (30) days (which 30-day period may be extended by the Board of Directors for up to two additional 30-day periods) following the first occurrence of a shareholderSection 11(a)(ii) event, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, securities and/or assets which in the aggregate are equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to this subparagraph (iv), the Company (x) shall provide, subject to the last sentence of subparagraph (ii) of this Section 11(a), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights for such time as may be reasonably necessary in order to seek any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by authorization of additional shares and/or to decide the Corporation or any appropriate form of its Subsidiaries, ordistribution to be made pursuant hereto and to determine the value thereof.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a share exchange, consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to the following paragraph and Section 24 of this Agreement, in the event that (A) any Person shall become an Acquiring Person (a “Section 11(a)(ii) Event”), each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to two times the then current Purchase Price per full Common Share multiplied by the number of Common Shares for which a Right is exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, in accordance with the terms of this Agreement, such number of Common Shares as shall equal the result obtained by (x) multiplying two times the then current Purchase Price per full Common Share by the number of Common Shares for which a Right is exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event and dividing that product by (y) 50% of the then current per share market price of the Common Shares (determined pursuant to Section 11(d)) on the date the Person became an Acquiring Person (such number of shares, the “Adjustment Shares”). From and after a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 or 6 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to ensure that the provisions of this Agreementparagraph are complied with, directly but shall have no liability to any holder of Right Certificates or indirectlyother Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued (and not reserved for issuance for purposes other than upon exercise of the Rights) to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Purchase Price payable with respect to such Right (such excess, the Corporation “Spread”), and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction B) with respect to each Right (subject to the second paragraph of Section 13 hereof11(a)(ii)), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) Common Shares or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, if any, which the Board has deemed to have the same value as Common Shares and which, in one the written opinion of counsel addressed to such Board, may be issued without violating the representation in the sixth paragraph under the caption “Amendment of Articles of Incorporation to Authorize Preferred Stock” in the Company’s Proxy Statement for its 1998 Annual Meeting of Shareholders (such shares of preferred stock, hereinafter referred to as “common stock equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to substitute for the Adjustment Shares pursuant to clause (B) above within thirty (30) days following the occurrence of a Section 11(a)(ii) Event (the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of any portion of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional Common Shares might be authorized for issuance for exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactions than ninety (other 90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any “common stock equivalent” shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the then current per share market price of the Common Shares (as defined in connection with Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights. Common Shares owned by or held for the account of the Company or any Subsidiary of its Subsidiaries or the Company shall not be deemed outstanding for securities exercisable for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend (it is understood that without creating any implication that an increase of more than such amount would cause a dividend to fail to satisfy such standard, an increase of not to exceed one cent per share, appropriately adjusted to reflect any stock split, stock dividend of similar transaction occurring after the date hereof, shall not cause a dividend not to be a regular quarterly cash dividend) or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, the “current per share market price” of its Subsidiariesthe Common Shares on any date shall be deemed to be the average of the daily closing prices per Common Share for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a period following the announcement by the issuer of such Common Shares of (i) a dividend or distribution on such Common Shares payable in Common Shares or securities convertible into Common Shares, or otherwise obtain from (ii) any subdivision, combination or reclassification of Common Shares and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any of its Subsidiariesdistribution, with or without considerationthe record date for such subdivision, any additional shares of any class of capital stock combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share. The closing price for each day shall be the last sale price, regular way, reported at or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on such day, the average of the Corporation closing bid and asked prices, regular way, reported at or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution prior to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee4:00 P.M. Eastern time, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Shares are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any national securities exchange, the last quoted price reported at rates or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in accordance with the Corporation's (over-the-counter market, as reported at or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided prior to 4:00 P.M. Eastern time by the Corporation or any of its Subsidiariesapplicable reporting system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kind of Common Shares shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by reverse stock split or otherwise) into a smaller number of Common Shares Shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11(a), ) and Section 7(e) hereof: (1) each of the Purchase Price in effect Rights outstanding at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassificationreclassification shall be proportionately adjusted to that number of Rights (calculated to the nearest one ten-thousandth (1/10,000) of a Right) equal to a fraction (the "Exchange Ratio"), and the numerator of which shall be the total number and kind of Common Shares or shares of capital stock issuable on issued in such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right.reclassification of (ii) Subject to Section 24 of this Rights Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Rights Agreement and payment of the then-current Total Exercise Price, in lieu of a number of one-thousandths of a Preferred Share, such number of Common Shares of the Company as shall equal the result obtained by multiplying the then-current Purchase Price by the then number of one-thousandths of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the current per share market price (determined pursuant to Section 11(d) hereof) for Common Shares on the date of occurrence of the Triggering Event (such number of shares being hereinafter referred to as the "Adjustment Shares"). (iii) The right to buy Common Shares of the Company pursuant to Section 11(a)(ii) hereof shall not arise as a result of any Person becoming an Acquiring Person through an acquisition of Common Shares pursuant to a Permitted Offer. (iv) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights (and, in the event that the number of Common Shares which are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been -13- 17 obtained by the Company, the Company shall): (A) any Acquiring Person determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares or any Associate or Affiliate units of shares of any Acquiring Personseries of preferred stock which the Board of Directors of the Company has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "common stock equivalents")), except to the extent that the Company has not obtained any necessary shareholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary shareholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary shareholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall, at any time after the date of this Rights Agreement, directly fix a record date for the issuance of rights, options or indirectly, shall (1) merge into the Corporation warrants to all holders of Common Shares or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class or series of capital stock Equivalent Shares entitling such holders (for a period expiring within forty-five (45) (c) In case the Company shall, at any time after the date of this Rights Agreement, fix a record date for the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of such shares the Common Shares or of any class or series of capital stock Equivalent Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Common Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price (as determined pursuant to Section 11(d) hereof) of a Common Share or an Equivalent Share on such record date, less the fair market value (as determined in good faith by the Board of Directors of the CorporationCompany, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (whose determination shall be described in one or more transactionsa statement filed with the Rights Agent) of any the portion of the cash, assets (including securities) to, from, with or ofevidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Common Share or Equivalent Share, as the case may be, and the Corporation denominator of which shall be such current market price (as determined pursuant to Section 11(d) hereof) of a Common Share or Equivalent Share on such record date. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had not been fixed. (d) For the purpose of any of its Subsidiaries (computation hereunder, other than in a transaction subject computations made pursuant to Section 13 11(a)(iv) hereof, the "current per share market price" of any security (a "Security" for the purpose of this Section 11(d)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iv) hereof, the "current per share market price" of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (510) receive consecutive Trading Days immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any compensation from subdivision, combination or reclassification of such Security, and prior to the Corporation expiration of the requisite thirty (30) Trading Day or any ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiaries other than compensation as a director or such Security. The closing price for full-time employment as a each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Shares, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Shares are not publicly held or so listed or traded, "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent and shall be conclusive for all purposes.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Rights Agreement (Ai) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of Preferred Stock, (Bii) subdivide the outstanding Common SharesPreferred Stock, (Ciii) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Preferred Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Preferred Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person becomes an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of one-one hundredths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Rights Agreement, in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient Treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Rights Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of one-one hundredths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Rights Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company, including, but not limited to Preferred Stock, equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, that in no event if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall the consideration take all such action as may be necessary to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the authorize additional shares of capital Common Stock or common stock of the Corporation issuable equivalents for issuance upon exercise of one Rightthe Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (iid) Subject to Section 24 If the Company shall fix a record date for the issuance of this Agreement, in the event that (A) any Acquiring Person rights or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution warrants to all holders of Preferred Stock entitling them (for a period expiring within 90 calendar days after such shares of any class of capital stock of the Corporation, record date) to subscribe for or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's purchase Preferred Stock (or its Subsidiaries') past practices, or (6) receive securities having the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orsame

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kind of Common Shares shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by reverse stock split or otherwise) into a smaller number of Common Shares Shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11(a), ) and Section 7(e) hereof: (1) each of the Purchase Price in effect Rights outstanding at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassificationreclassification shall be proportionately adjusted to that number of Rights (calculated to the nearest one ten-thousandth (1/10,000) of a Right) equal to a fraction (the "EXCHANGE RATIO"), the numerator of which shall be the total number of Common Shares or shares of capital stock outstanding immediately following such subdivision, combination or reclassification and the denominator of which shall be the total number of Common Shares outstanding immediately prior to such time, and the number and kind of shares Rights that shall thereafter be issued with respect to each Common Share or share of such other capital stock issuable on such date, that shall become outstanding thereafter prior to the Distribution Date shall be proportionately adjusted (without duplicating equal to the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate total number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right.of (ii) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the then-current Total Exercise Price, in lieu of a number of one-thousandths of a Preferred Share, such number of Common Shares of the Company as shall equal the result obtained by multiplying the then-current Purchase Price by the then number of one-thousandths of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the current per share market price (determined pursuant to Section 11(d) hereof) for Common Shares on the date of occurrence of the Triggering Event (such number of shares being hereinafter referred to as the "ADJUSTMENT SHARES"). (iii) The right to buy Common Shares of the Company pursuant to Section 11(a)(ii) hereof shall not arise as a result of any Person becoming an Acquiring Person through an acquisition of Common Shares pursuant to a Permitted Offer. (iv) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights (and, in the event that the number of Common Shares which are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall): (A) any Acquiring Person determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such -14- 18 Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares or any Associate or Affiliate units of shares of any Acquiring Personseries of preferred stock which the Board of Directors of the Company has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "common stock equivalents")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(A)(II) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall, at any time after the date of this Agreement, directly fix a record date for the issuance of rights, options or indirectly, shall (1) merge into the Corporation warrants to all holders of Common Shares or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class or series of capital stock of the Corporation or any of its Subsidiaries or Equivalent Shares entitling such holders (for securities exercisable a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Common Shares or Equivalent Shares or securities convertible into shares Common Shares or Equivalent Shares at a price per share (or having a (c) In case the Company shall, at any time after the date of any class of capital stock of this Agreement, fix a record date for the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of such shares the Common Shares or of any class or series of capital stock Equivalent Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Common Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price (as determined pursuant to Section 11(d) hereof) of a Common Share or an Equivalent Share on such record date, less the fair market value per Common Share or Equivalent Share (as determined in good faith by the Board of Directors of the CorporationCompany, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (whose determination shall be described in one or more transactionsa statement filed with the Rights Agent) of any the portion of the cash, assets (including securities) to, from, with or ofevidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Common Share or Equivalent Share, as the case may be, and the Corporation denominator of which shall be such current market price (as determined pursuant to Section 11(d) hereof) of a Common Share or Equivalent Share on such record date. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had not been fixed. (d) For the purpose of any of its Subsidiaries (computation hereunder, other than in a transaction subject computations made pursuant to Section 13 11(a)(iv) hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), "current per share market price" of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orsecurity (a "SECURITY"

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in shares of the Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Common Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock (or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person Person, alone or any Associate or Affiliate of any Acquiring Persontogether with its Affiliates and Associates, becomes, at any time after the Rights Dividend Declaration Date, an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, directly such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price for a full share of Common Stock by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event described above in this subparagraph (ii) (such number of shares is hereinafter referred to as the "Adjustment Shares"), provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation Adjustment Shares, upon exercise of the Rights and payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange Company (in whole or in part) for including, without limitation, shares of any class of capital preferred stock which a majority of the Corporation or any Independent Directors and the Board of its Subsidiaries or for securities exercisable for or convertible into Directors of the Company have deemed to have the same value as shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expire (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one or good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more transactionsthan ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this subparagraph (iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any assets such suspension, the Company shall issue a public announcement and shall give concurrent written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this subparagraph (including securitiesiii), the value of the Common Stock shall be the Current Market Price (as determined pursuant to Section 11(d) tohereof) per share of Common Stock on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to be the same as the value of Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this subparagraph (iii). (b) In case the Company shall fix a record date for the issuance of rights, fromoptions or warrants to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having substantially the same rights, with privileges and preferences as the shares of Common Stock ("Equivalent Common Stock") or ofconvertible into Common Stock or Equivalent Common Stock) at a price per share of Common Stock or Equivalent Common Stock (or having a conversion price per share, if a security convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price (as defined in Section 11(d) per share of Common Stock or Equivalent Common Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock or Equivalent Common Stock which the aggregate offering price of the total number of shares of Common Stock or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (530) receive consecutive Trading Days (as such term is hereinafter defined in this paragraph (d)) immediately prior to such date and, for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above, after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the- counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date shall be as determined in good faith by the Independent Directors if the Independent Directors constitute a majority of the Board of Directors or, in the event the Independent Directors do not constitute a majority of the Board of Directors, by an independent investment banking firm selected by the Board of Directors, whose determinaiton shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent and shall

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Aii) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of Preferred Stock, (Bii) subdivide the outstanding Common SharesPreferred Stock, (Ciii) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares, or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Preferred Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate Purchase Price such holder would have to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Preferred Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person shall become an Acquiring Person, then proper provision shall be made so that each holder of Rights, subject to Section 7(e) and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, shall have a right to receive, upon exercise thereof and payment of the then current Purchase Price of the Rights exercised by the holder in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of Rights then exercised by the holder of the Rights and dividing that product by (y) 50% of the Current Market Price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of any one of the events listed above in this subparagraph (b)) (such number of shares being referred to as the “Number of Adjustment Shares”). (c) In the event that there shall not be sufficient shares in treasury or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b) and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, a number of shares, or unit of shares, of (x) Common Stock, and (y) any class or series of preferred stock (or other equity securities) of the Company, including, but not limited to Preferred Stock, equal in the aggregate to the Number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a “Common Stock Equivalent”); provided however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or Common Stock Equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Common Stock Equivalents for issuance upon exercise of the Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or Common Stock Equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law, and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or Common Stock Equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), a majority of the Board of Directors may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 11(b) hereof shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and Common Stock Equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro rata. (d) If the Company shall fix a record date for the issuance of rights or warrants to all holders of Preferred Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the Preferred Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock, at a subscription or purchase price per share of Preferred Stock or per share of Equivalent Preferred Stock or having a conversion price per share, as the case may be, less than the Current Market Price per share of Preferred Stock (as defined in Section 11(f) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock which the aggregate subscription or purchase price of the total number of shares of Preferred Stock or Equivalent Preferred Stock to be offered for subscription or purchase (and/or the aggregate initial conversion price of the convertible securities so to be offered for subscription or purchase) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription or purchase price (and/or the conversion price of convertible securities) may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price for one share of Preferred Stock (as defined in Section 11(f) hereof) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Preferred Stock, and the denominator of which shall be such Current Market Price for one share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the “Current Market Price” of any Security (a “Security” for purposes of this Section 11(f)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the Current Market Price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) any Acquiring Person a dividend or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation distribution on such Security payable in shares of such merger Security or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (B) any class subdivision, combination or reclassification of capital stock such Security, and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the “Current Market Price” shall be appropriately adjusted to reflect the Current Market Price per share equivalent of such Security. The closing price for each day shall be the last transaction price as reported by the NASDAQ National Market or, if not so reported, the average of the Corporation high bid and low asked prices in the over-the-counter market, as reported by the NASDAQ Stock Market or of any of its Subsidiariessuch other system then in use, or otherwise obtain from or, if the Corporation or any of its SubsidiariesSecurity is not reported by such organization, with or without considerationthe last sale price, any additional shares of any class of capital stock regular way, or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, at rates if the Security is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by a professional market maker in accordance the Security selected by a majority of the Board of Directors. If on any such date no market maker is making a market in the Security, the fair value of such Security on such date as determined in good faith by a majority of the Board of Directors shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. If the Security is not publicly held or not so listed or traded, “Current Market Price” shall mean the fair value as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right Right, and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation shall Company, at any time after the date of this Agreement Agreement, (A) declare declares a dividend on the Common Shares payable in Common Shares, (B) subdivide subdivides the outstanding Common Shares, Shares (C) combine combines the outstanding Common Shares into a smaller number of Common Shares Shares, or (D) issue issues any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) of this Agreement, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable covered by such Right on such date, shall will be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall will be entitled to receive the aggregate number and kind of shares of capital stock whichthat, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (ii) Upon the effective date of a Trigger Event, proper provision will be made so that each holder of a Right, except as otherwise provided in this Agreement, will thereafter have a right to receive, upon exercise of such Right at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares (the "number of Adjustment Shares") of the Company as then equal the result obtained by (A) multiplying the then current Purchase Price by the then number of Common Shares for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Company's Common Shares on the effective date of such Trigger Event. (iii) In the event that there are not sufficient treasury shares or authorized but unissued Shares to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) of this Agreement, the Company shall: (A) determine the excess of (1) the current market value of the number of Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the number of Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price (but not below zero), (3) Common Shares or other equity securities of the Company (including, without limitation, shares or units of shares which the Board of Directors of the Company has deemed to have the same value and voting rights as shares of Common Shares), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the effective date of a Trigger Event, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price of the Common Shares on the effective date of the Trigger Event. (b) In case the Company fixes a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase Common Shares or Equivalent Common Shares or securities convertible, directly or indirectly, into Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Common Shares) less than the then current per share market price of the Common Shares on such record date, the Purchase Price to be in effect after such record date will be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which is the number of Common Shares outstanding on such record date plus the number of Common Shares that the aggregate offering price of the total number of Common Shares and/or Equivalent Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which is the number of Common Shares outstanding on such record date plus the number of additional Common Shares and/or Equivalent Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in consideration, part or all of which is in a form other than cash, the value of such consideration will be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for the account of the Company will not be deemed outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price will be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed. (c) In case the Company fixes a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company in the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) of this Agreement), the Purchase Price to be in effect after such record date will be determined by multiplying the repurchase Price in effect immediately prior to such record date by a fraction, the numerator of which is the then current per share market price of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination will be described in a statement filed with the Rights Agent) of the portion of the evidences of indebtedness, cash or assets so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which is such current per share market price of the Common Shares. Such adjustments will be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price will again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed. (d) No adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least l%, in the Purchase Price; provided, however, that in no event shall the consideration any adjustments which by reason of this Section 11(d) are not required to be paid made will be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 will be made to the nearest cent or to the nearest ten-thousandth of a Common Share or of any other share or security, as the case may be. Notwithstanding the first sentence of this Section 11(d), any adjustment required by this Section 11(d), will be made no later than the earlier of (i) three (3) years from the date of the transaction that requires such adjustment or (ii) the date of the expiration of the right to exercise any Rights. (e) If, as a result of an adjustment made pursuant to Section 11(a) of this Agreement, the holder of any Right exercised becomes entitled to receive any shares of capital stock of the Company other than Common Shares, the number of such other shares so receivable upon exercise of any Right will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Common Shares will apply on like terms to any such other shares. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price under this Agreement will evidence the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time under this Agreement upon exercise of the Rights, all subject to further adjustment as provided in this Agreement. (g) Unless the Company has exercised its election as provided in Section 11(h), of this Agreement, upon each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and (c) of this Agreement, each Right outstanding immediately prior to the making of such adjustment will thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest one ten-thousandth of a Common Share) obtained by (i) multiplying (A) the number of Common Shares covered by a Right immediately prior to this adjustment by (B) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (h) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights will be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company will make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. Such record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, will be less at least seven (7) Business Days later than the aggregate date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(h), the Company will, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 of this Agreement, the additional Rights to which such holders are entitled as a result of such adjustment, or, at the option of the Company, will cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender of Right Certificates (if required by the Company) new Right Certificates evidencing all the Rights to which such holders are entitled after such adjustment. Right Certificates so to be distributed will be issued, executed and countersigned in the manner provided for in this Agreement and will be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. (i) Irrespective of any adjustment or change in the Purchase Price or the number of Common Shares issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of Common Shares that were expressed in the initial Right Certificates issued under this Agreement. (j) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the shares of capital stock of the Corporation Common Shares or other securities issuable upon exercise of one Rightthe Rights, the Company will take all such action as may be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Shares or other securities at such adjusted Purchase Price. (iik) Subject In any case in which this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company will deliver to such holder a due bill xx other appropriate instrument evidencing right of such holder to receive such additional shares upon the occurrence of the event requiring such adjustment. (1) Anything in this Section 24 11 to the contrary notwithstanding, the Company will be entitled to make such adjustments in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion determines to be advisable in order that any consolidation or subdivision of the Common Shares, issuance wholly for cash of any Common Shares at less than the current per share market price, issuance wholly for cash of any Common Shares or securities that by their terms are directly or indirectly convertible into or exchangeable for Common Shares, dividends in Common Shares payable in Common Shares or issuance of rights, options or warrants referred to in Section 11(b) of this Agreement, in hereafter made by the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject Company to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any holders of its Subsidiaries) transfer any assets Common Shares will not be taxable to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orstockholders.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and in Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock and other securities which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii) hereof. (ii) Subject to the provisions of Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person (except pursuant to a tender or any Associate or Affiliate of any Acquiring Person, exchange offer for all outstanding Common Shares at any time after a price and on the terms determined prior to the date of the first acceptance of payment for any of such shares by at least a majority of the members of the Company's Board of Directors who are not officers of the Company to be in the best interests of the Company and its shareholders (other than the Person or an Affiliate or Associate thereof on whose behalf the offer is being made) (a "Permitted Offer")), then, promptly thereafter, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a Preferred Share for which a Right is then exercisable, and (y) dividing that product by 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event (such number of shares being referred to as the "number of Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if a majority of the Company's Board of Directors determine that such action is necessary or indirectlyappropriate and not contrary to the interests of holders of Rights, shall elect to (1) merge into and, in the Corporation or otherwise combine event that the Company has not exercised the exchange right set forth in Section 24 hereof and there are not sufficient treasury shares and authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with the Corporation foregoing subparagraph (ii), the Company shall) take all such action as may be necessary to authorize, issue or pay, upon the exercise of the Rights, cash (including by way of a reduction of the Purchase Price), property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11(a)(ii), which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Company's Board of Directors. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof and the Corporation value of any Preferred Shares or other preferred stock which a majority of the Company's Board of Directors determines to be a "common shares equivalent" shall be deemed to have the same value as the Common Shares. Any such election by the Company's Board of Directors must be made and publicly announced within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred. Following the occurrence of the event described in Section 11(a)(ii) hereof, a majority of the Company's Board of Directors may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred to the extent that the Board of Directors of the Company has not determined whether to exercise its rights of election under this Section 11(a)(iii). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same or more favorable rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or per equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the current per share market price of the Preferred Shares (as defined in Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the continuing number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or surviving corporation purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such merger or combination (other than consideration shall be as determined reasonable and in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2) merge statement filed with the Rights Agent and shall be conclusive for all purposes and binding on the Rights Agent and the holders of Rights. Preferred Shares and equivalent preferred shares owned by or otherwise combine with any Subsidiary held for the account of the Corporation, (3) in one or more transactions (other than in connection with Company shall not be deemed outstanding for the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of Preferred Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionsCompany is the continuing corporation) of any assets (including securities) toevidences of indebtedness, from, with or of, as the case may be, the Corporation or any of its Subsidiaries cash (other than a regular quarterly cash dividend out of the earnings or the retained earnings of the Company) or assets (other than a dividend payable in a transaction subject Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 13 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (5as defined in Section 11(d) receive hereof) on such record date, less the fair market value (as determined reasonably and in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes and binding upon the Rights Agent and the holders of Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants distributable in respect of one Preferred Share and the denominator of which shall be the current per share market price of the Preferred Shares (as defined in Section 11(d) hereof). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any compensation from the Corporation or any of its Subsidiaries computation hereunder, other than compensation computations made pursuant to Section 11(a)(iii) hereof, the "current per share market price" of the Common Shares on any date shall be deemed to be the average of the daily closing prices per share of such Common Shares for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a director period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in such Common Shares or securities convertible into such Common Shares, or (B) any subdivision, combination or reclassification of such Common Shares, and prior to the expiration of 30 Trading Days after the ex-dividend date for full-time employment as a such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share equivalent. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Common Shares are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Common Shares are listed or its Subsidiaries') past practicesadmitted to trading or, if the Common Shares are not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price, directly or indirectly (except proportionately or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation Nasdaq Stock Market ("Nasdaq") or any of its Subsidiariessuch other quotation system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Rights Agreement (Ai) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (Bii) subdivide the outstanding Common SharesStock, (Ciii) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Common Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Common Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person becomes an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Rights Agreement, in lieu of shares of Common Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient Treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Rights Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable in accordance with the terms of this Rights Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company, equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or common stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of shareholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (d) If the Company shall fix a record date for the issuance of rights or warrants to all holders of Common Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having the same or more favorable rights, privileges and preferences as the Common Stock ("equivalent common stock")) or securities convertible into Common Stock or equivalent common stock, at a price per share of Common Stock or per share of equivalent common stock or having a conversion or exercise price per share, as the case may be, less than the current market price (as defined in Section 11(f) hereof) per share of Common Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock or equivalent common stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or equivalent common stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Common Stock, but including any dividend payable in stock other than Common Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Common Stock (as defined in Section 11(f) hereof) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Common Stock, and the denominator of which shall be such current market price for one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (f) For the purpose of any computation hereunder, the "current market price" of any security (a "Security" for purposes of this Section 11(f)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to but not including such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the current market price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) any Acquiring Person a dividend or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation distribution on such Security payable in shares of such merger Security or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (B) any class of capital stock of the Corporation subdivision, combination or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders reclassification of such shares Security, and prior to the expiration of any class of capital stock of 30 Trading Days after but not including the Corporationex-dividend date for such dividend or distribution or the record date for such subdivision, combination or any of its Subsidiaries)reclassification, (4) sellthen, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (and in one or more transactions) of any assets (including securities) to, from, with or of, as the case may beeach such case, the Corporation or any "current market price" shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or such Security. The closing price for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, oreach day

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Rights Agreement (Ai) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of Preferred Stock, (Bii) subdivide the outstanding Common SharesPreferred Stock, (Ciii) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Preferred Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Preferred Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (iib) Subject to Section 24 of this Agreement, in In the event that (A) any Person becomes an Acquiring Person or any Associate or Affiliate of any Acquiring Person("Section 11(b) Event"), at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation then proper provision shall be the continuing or surviving corporation made so that each holder of such merger or combination (other than in a transaction Right, subject to Section 13 hereof)7(e) and Section 24 hereof and except as provided below, (2) merge or otherwise combine with any Subsidiary shall after the later of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders occurrence of such shares event and the effective date of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject an appropriate registration statement pursuant to Section 13 9 hereof), (5) receive any compensation from have a right to receive, upon exercise thereof at the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orthen current Purchase Price,

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) split or subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to Section 24 24, in the event any Person shall become an Acquiring Person, other than pursuant to any transaction set forth in Section 13(a), each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to two times the then current Purchase Price per full Common Share multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, in such number of Common Shares of the event Company as shall equal the result obtained by (x) multiplying two times the then current Purchase Price per full Common Share by the number of Common Shares for which a Right is then exercisable and dividing that product by (Ay) any 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d)) on the date the Person became an Acquiring Person (such number of shares, the “Adjustment Shares”). From and after such time as a Person becomes an Acquiring Person (a “Section 11(a)(ii) Event”), any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to ensure that the provisions of this Agreementparagraph are complied with, directly but shall have no liability to any holder of Right Certificates or indirectlyother Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (iii) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued (and not reserved for issuance for purposes other than upon exercise of the Rights) to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for the Corporation and Adjustment Shares, upon payment of the Corporation shall be the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, if any, which the Board of Directors of the Company has deemed to have the same value as Common Shares (such shares of preferred stock, hereinafter referred to as “common stock equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to substitute for the Adjustment Shares pursuant to clause (B) above within thirty (30) days following the occurrence of a Section 11(a)(ii) Event (the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of any portion of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in one good faith that it is likely that sufficient additional Common Shares might be authorized for issuance for exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any “common stock equivalent” shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or more transactions warrants to all holders of Common Shares entitling them (other for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the then current per share market price of the Common Shares (as defined in connection with Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares; provided, however, in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, the “current per share market price” of its Subsidiariesthe Common Shares on any date shall be deemed to be the average of the daily closing prices per Common Share for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a period following the announcement by the issuer of such Common Shares of (i) a dividend or distribution on such Common Shares payable in Common Shares or securities convertible into Common Shares, or otherwise obtain from (ii) any subdivision, combination or reclassification of Common Shares and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any of its Subsidiariesdistribution, with or without considerationthe record date for such subdivision, any additional shares of any class of capital stock combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, at rates if the Common Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in accordance with the Corporation's (or its Subsidiaries') past practicesover-the-counter market, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation OTC Bulletin Board or any of its Subsidiariessuch other system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (Ay) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Rights Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Rights Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Rights Certificate delivered to the Rights Agent for transfer to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of any such Acquiring Person, at any time Associate or Affiliate whose Rights would be void pursuant to the preceding sentence shall be canceled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of this Agreementissuance of such Preferred Shares or fraction thereof. (b) In case the Company shall fix a record date for the issuance of rights, directly options, warrants or indirectlyconvertible or exchangeable securities to all holders of Preferred Shares entitling them (for a period expiring within 60 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares ("equivalent Preferred shares")) or securities convertible into or exchangeable for Preferred Shares or equivalent Preferred shares at a price per Preferred Share or equivalent Preferred share (or having a conversion or exchange price per share, if a security convertible into or exchangeable for Preferred Shares or equivalent Preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall (1) merge into be determined by multiplying the Corporation or otherwise combine with Purchase Price in effect immediately prior to such record date by a fraction, the Corporation and the Corporation numerator of which shall be the continuing or surviving corporation number of Preferred Shares outstanding on such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary record date plus the number of Preferred Shares which the aggregate offering price of the Corporationtotal number of Preferred Shares and/or equivalent Preferred shares so to be offered (and/or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent Preferred shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable); PROVIDED, (3) HOWEVER, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or for securities exercisable for merger in which the Company is the continuing or convertible into surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares, but including shares of any other class of securities of the Company) or subscription rights, options, warrants or convertible or exchangeable securities (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants or convertible or exchangeable securities applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any of its Subsidiariescomputation hereunder, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares "current per share market price" of any class security (a "Security" for the purpose of capital stock this Section 11(d)(i)) on any date shall be deemed to be the average of the Corporation or any daily closing prices per share of its Subsidiaries or securities exercisable such Security for or convertible into shares of any class of capital stock the 10 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; PROVIDED, HOWEVER, that in the event that the current per share market price of the Corporation or any of its Subsidiaries (other than as part of Security is determined during a pro rata distribution to all holders of such shares of any class of capital stock of period following the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided announcement by the Corporation or any issuer of its Subsidiaries, orsuch

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment adjustment, from time to time time, as provided in this Section 11. (i) In the event the Corporation shall Company shall, at any time after the date of this Agreement Agreement, (A) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (B) subdivide the outstanding shares of Common SharesStock, (C) combine the outstanding shares of Common Shares Stock into a smaller number of Common Shares shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and in Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; reclassification provided, however, that in no event if the record date for any such dividend, subdivision, combination or reclassification shall occur prior to the consideration Distribution Date, the Company shall make an appropriate adjustment to the Purchase Price (taking into account any additional Rights which may be paid upon issued as a result of such dividend, subdivision, combination or reclassification lieu of adjusting (as described above) the exercise number of one Right be less than the aggregate par value, if any, of the shares of Common Stock (or other capital stock of stock, as the Corporation case may be) issuable upon exercise of one Rightthe Rights. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) Subject to Section 24 of this Agreement, in In the event that any Person (A) other than the Company, any Acquiring Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or any Associate entity organized, appointed or Affiliate established by the Company for or pursuant to the terms of any Acquiring Personsuch plan), alone or together with its Affiliates and Associates, shall, at any time after the date of the Distribution, become the Beneficial Owner of twenty-five percent (25%) or more of the shares of Common Stock then outstanding, unless the event causing the 25% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the members of the Board of Directors who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value), and (b) otherwise in the best interests of the Company and its stockholders (such tender offer, a "Qualifying Tender Offer"), then proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e), shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, directly or indirectlysuch number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then-current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (a) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right ("Current Value") over (2) the Purchase Price, and (B) with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination respect to each Right (other than in a transaction subject to subparagraph (iii) of this Section 13 hereof11(a)), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one Common Stock or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation Company (including, without limitation, shares or any units of its Subsidiaries) transfer any assets shares, or preferred stock which the Board of Directors has deemed to have essentially the Corporation same value or any of its Subsidiaries in exchange (in whole or in part) for economic rights as shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital preferred stock of the Corporation, or any of its Subsidiariesbeing referred to as "Common Stock Equivalents")), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) debt securities of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof)Company, (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practicesassets, or (6) receive any combination of the benefitforegoing, directly or indirectly having an aggregate value equal to the Current Value (except proportionately less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the -------- ------- Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iv), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a shareholderpublic announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the current market price per share of the Common Stock on the Section 11(a)(ii) Trigger Date, and the per share or per unit value of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by Common Stock Equivalent shall be deemed to equal the Corporation or any current market price per share of its Subsidiaries, orthe Common Stock on such date.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Series 4 Purchase Price or the Series 5 Purchase Price, as the case may be, the number and identity of Common Shares shares covered by each WorldCom Right or MCI Right, as the case may be, and the number of WorldCom Rights or MCI Rights, as the case may be, outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Ai) declare a dividend on the Common Shares Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, payable in Common Sharesshares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, (Bii) subdivide the outstanding Common SharesSeries 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, (Ciii) combine the outstanding Common Shares Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Preferred Stock, issuable on such dateupon exercise of a WorldCom Right or MCI Right, as the case may be, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any WorldCom Right or MCI Right, as the case may be, exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such WorldCom Right or MCI Right, as the case may be, prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Preferred Stock, which, if such WorldCom Right or MCI Right, as the case may be, had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person shall become an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock, such number of shares of WorldCom Group Stock or MCI Group Stock, as the case may be, as shall equal the result obtained by (y) multiplying the then current Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, by the then number of one one-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of WorldCom Group Stock or MCI Group Stock, as the case may be (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient shares of WorldCom Group Stock or MCI Group Stock, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Series 4 Purchase Price or the Series 5 Purchase Price, as the case may be, multiplied by the then number of one one-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) WorldCom Group Stock or MCI Group Stock, as the case may be, and (z) preferred stock (or other equity securities) of the Company, including, but not limited to Preferred Stock, equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, if there are unavailable sufficient shares (or fractions of shares) of WorldCom Group Stock or MCI Group Stock, as the case may be, and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of WorldCom Group Stock or MCI Group Stock, as the case may be, or common stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of WorldCom Group Stock or MCI Group Stock, as the case may be, and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Series 4 Purchase Price or Series 5 Purchase Price (as adjusted pursuant to this Section 11), as the case may be, in lieu of issuing shares of WorldCom Group Stock or MCI Group Stock, as the case may be, and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (d) If the Company shall fix a record date for the issuance of rights or warrants to all holders of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be (or securities having the same or more favorable rights, privileges and preferences as the Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be ("equivalent preferred stock")) or securities convertible into Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, or equivalent preferred stock, at a price per share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, or per share of equivalent preferred stock or having a conversion or exercise price per share, as the case may be, less than the current market price (as defined in Section 11(f) hereof) per share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, on such record date, the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, to be in effect after such record date shall be determined by multiplying the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, outstanding on such record date plus the number of shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, which the aggregate offering price of the total number of shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, or equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, outstanding on such record date plus the number of additional shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, and/or equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, shall be adjusted to be the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d) hereof), the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, to be in effect after such record date shall be determined by multiplying the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price (as defined in Section 11(f) hereof) for one share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, and the denominator of which shall be such current market price for one share of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, shall again be adjusted to be the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the "current market price" of any security (a "Security" for purposes of this Section 11(f)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the current market price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) any Acquiring Person a dividend or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation distribution on such Security payable in shares of such merger Security or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (B) any class subdivision, combination or reclassification of capital stock such Security, and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the "current market price" shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or of any of its Subsidiariesclosing bid and asked prices, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, as reported by the Nasdaq National Market System, or if the Security is not listed or admitted to trading on any national securities exchange or included in the Nasdaq National Market System, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by a majority of the Board of Directors. If on any such date no market maker is making a market in the Security, the fair value of such Security on such date as determined in good faith by a majority of the Board of Directors shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange a day on which the Nasdaq National Market System is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange or included in the Nasdaq National Market System, a Business Day. If the Security is not publicly held or not so listed or traded, "current market price" shall mean the fair value as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Rights Agreement (Ai) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (Bii) subdivide the outstanding Common SharesStock, (Ciii) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Common Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Common Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person becomes an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Rights Agreement, such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient Treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Rights Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable in accordance with the terms of this Rights Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company, equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or common stock equivalents for issuance upon exercise of the Rights, including without limitation the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (d) If the Company shall fix a record date for the issuance of rights or warrants to all holders of Common Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having the same or more favorable rights, privileges and preferences as the Common Stock ("equivalent common stock")) or securities convertible into Common Stock or equivalent common stock, at a price per share of Common Stock or per share of equivalent common stock or having a conversion or exercise price per share, as the case may be, less than the current market price (as defined in Section 11(f) hereof) per share of Common Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock or equivalent common stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or equivalent common stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Common Stock, but including any dividend payable in stock other than Common Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Common Stock (as defined in Section 11(f) hereof) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Common Stock, and the denominator of which shall be such current market price for one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (f) For the purpose of any computation hereunder, the "current market price" of any security (a "Security" for purposes of this Section 11(f)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to but not including such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the current market price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) any Acquiring Person a dividend or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation distribution on such Security payable in shares of such merger Security or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (B) any class subdivision, combination or reclassification of capital stock such Security, and prior to the expiration of 30 Trading Days after but not including the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the "current market price" shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or of any of its Subsidiariesclosing bid and asked prices, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") National Market, or if the Security is not listed or admitted to trading on any national securities exchange or included in the Nasdaq National Market, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by a majority of the Board of Directors. If on any such date no market maker is making a market in the Security, the fair value of such Security on such date as determined in good faith by a majority of the Board of Directors shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange a day on which the Nasdaq National Market is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange or included in the Nasdaq National Market, a Business Day. If the Security is not publicly held or not so listed or traded, "current market price" shall mean the fair value as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares or interests therein covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock or interests therein issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock or interests therein which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person shall become an Acquiring Person, proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredth interests in a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of interests in Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the then number of one one-hundredth interests in a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d)) on the date such Person became an Acquiring Person. Notwithstanding the foregoing, from and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate. Any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person shall be canceled. Neither the Company nor the Rights Agent shall have any time liability to any holder of Rights or any other Person as a result of the Company's failure to make any determination under this Section or any other section with respect to an Acquiring Person or an Affiliate or Associate of an Acquiring Person or transferees hereunder. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of this Agreementissuance of such Preferred Shares or fraction thereof. (b) In case the Company shall fix a record date for the issuance of rights, directly options or indirectlywarrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall (1) merge into be determined by multiplying the Corporation or otherwise combine with Purchase Price in effect immediately prior to such record date by a fraction, the Corporation and the Corporation numerator of which shall be the continuing number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or surviving corporation purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such merger or combination (other than consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2) merge reasonably detailed statement filed with the Rights Agent. Preferred Shares owned by or otherwise combine with any Subsidiary held for the account of the Corporation, (3) in one or more transactions (other than in connection with Company shall not be deemed outstanding for the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of the Preferred Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, Company is the continuing or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionssurviving corporation) of any evidences of indebtedness or assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject reasonably detailed statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the "current per share market price" of any security (a "Security" for the purpose of this Section 13 hereof11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to, but not including, such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (5A) receive a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any compensation from subdivision, combination or reclassification of such Security and prior to, but not including, the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiaries other than compensation as a director or such Security. The closing price for full-time employment as a each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Security is listed or its Subsidiaries') past practicesadmitted to trading or, if the Security is not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any of its Subsidiariessuch other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (Ay) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of this Agreementissuance of such Preferred Shares or fraction thereof. (b) In case the Company shall fix a record date for the issuance of rights, directly options or indirectlywarrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall (1) merge into be determined by multiplying the Corporation or otherwise combine with Purchase Price in effect immediately prior to such record date by a fraction, the Corporation and the Corporation numerator of which shall be the continuing or surviving corporation number of preferred Shares outstanding on such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary record date plus the number of Preferred Shares which the aggregate offering price of the Corporationtotal number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); PROVIDED, (3) HOWEVER, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution Company to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or be issued upon exercise of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, or

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Person shall become an Acquiring Person or (a "Section 11(a)(ii) Event"), other than pursuant to any Associate or Affiliate transaction set forth in Section 13(a), each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price per Common Share multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price per Common Share by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d)) on the date the Person became an Acquiring Person (such number of shares, the "Adjustment Shares") provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any Acquiring Person, at any time events occurring after the date of this Agreementsuch first occurrence. (iii) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued (and not reserved for issuance for purposes other than upon exercise of the Rights) to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), directly or indirectly, shall the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price payable with respect to such Right (such excess, the Corporation "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Corporation shall be Adjustment Shares, upon payment of the continuing or surviving corporation of such merger or combination applicable Purchase Price, (other than in a transaction subject to Section 13 hereof)1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) Common Shares or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, if any, which the Board of Trustees of the Company has deemed to have the same value as Common Shares (such shares of preferred stock, hereinafter referred to as "common stock equivalents")), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Trustees of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Trustees of the Company; provided, however, if the Company shall not have made adequate provision to substitute for the Adjustment Shares pursuant to clause (B) above within thirty (30) days following the date of the occurrence of a Section 11(a)(ii) Event (the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of any portion of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Trustees of the Company shall determine in one good faith that it is likely that sufficient additional Common Shares might be authorized for issuance for exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareowner approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or more transactions warrants to all holders of Common Shares entitling them (other for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the then current per share market price of the Common Shares (as defined in connection with Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Trustees of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Trustees of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, the "current per share market price" of its Subsidiariesthe Common Shares on any date shall be deemed to be the average of the daily closing prices per Common Share for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Shares is determined during a period following the announcement by the issuer of such Common Shares of (i) a dividend or distribution on such Common Shares payable in Common Shares or securities convertible into Common Shares, or otherwise obtain from (ii) any subdivision, combination or reclassification of Common Shares and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any of its Subsidiariesdistribution, with or without considerationthe record date for such subdivision, any additional shares of any class of capital stock combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per Common Share. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Common Shares are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (principal national securities exchange on which the Common Shares are listed or its Subsidiaries') past practicesadmitted to trading or, if the Common Shares are not listed or (6) receive admitted to trading on any national securities exchange, the benefitlast quoted price or, directly or indirectly (except proportionately if not so quoted, the average of the high bid and low asked prices in the over-the- counter market, as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided reported by the Corporation National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any of its Subsidiariessuch other system then in use, or, if on any such date the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Trustees of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any national securities exchange, a Business Day.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, Shares (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a) (i) and Section 11(a) (ii) the adjustment provided for in this Section 11(a) (i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a) (ii). (ii) (A) Subject to Section 24 of this Agreement, in the event that (A) any Person shall become an Acquiring Person or any Associate or Affiliate (other than through an acquisition described in subparagraph (iii) of this paragraph (a)), then each holder of a Right shall, for a period of 60 days after the later of the occurrence of any Acquiring Personsuch event and the effective date of an appropriate registration statement pursuant to Section 9 (plus any period during which the exercise of the Rights has been suspended pursuant to Section 11(a) (iv) or 24(c) hereof), at any time have a right to receive, upon exercise thereof on and after the date Distribution Date at the then current Purchase Price in accordance with the terms of this Agreement, directly or indirectlysuch number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the current market price per share of Common Shares (determined pursuant to Section 11(d)) on the date of the occurrence of the event set forth in this subparagraph (ii); provided, shall (1) merge into however, that if the Corporation or transaction that would otherwise combine with give rise to the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a) (ii). In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, (2) merge the Company shall not take any action which would eliminate or otherwise combine with any Subsidiary of diminish the Corporationbenefits intended to be afforded by the Rights, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or specifically provided for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orherein.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a share exchange, consolidation or merger in which the Corporation Company is the continuing or surviving corporationentity), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock that would be issuable upon exercise of a Right on such datedate (if such Rights were then exercisable), shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock whichthat, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation were opendate, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of the class or series of capital stock of the Corporation Company issuable upon exercise of one Right. (i) Subject to the following paragraph of this subparagraph (ii) Subject and to Section 24 of this Agreement, on the Shares Acquisition Date (unless the event causing the Shares Acquisition Date is a transaction set forth in Section 13 hereof), each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then-current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then-current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) on the date the Person giving rise to the occurrence of the Shares Acquisition Date became an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action that would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the Shares Acquisition Date, any Rights that are or were acquired or Beneficially Owned by (A) any Acquiring Person or any Affiliate or Associate of such Acquiring Person, (B) a transferee of any Acquiring Person (or of any Affiliate or Associate of such Acquiring Person) who becomes a transferee after the Acquiring Person becomes such or (C) a transferee of any Acquiring Person (or of any Affiliate or Associate of such Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (1) a transfer (whether or not for consideration) from the Acquiring Person (or any Affiliate or Associate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom the Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer that the Board has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 11(a)(ii), and subsequent transferees, shall become null and void without any further action and no holder of such Rights shall thereafter have any rights whatsoever with respect to such Rights whether under this Agreement or otherwise. No Right Certificate shall be issued pursuant to Section 3 that represents Rights Beneficially Owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence, or any Associate or Affiliate or transferee thereof, shall be cancelled. This paragraph shall apply not only to an initial Acquiring Person, and its Affiliates and Associates, but also to subsequent Acquiring Persons, and their Affiliates and Associates. The Company shall use all reasonable efforts to ensure that the provisions of this AgreementSection 11(a)(ii) are complied with, directly but shall have no liability to any holder of Rights or indirectlyany other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates or Associates or transferees hereunder. (ii) In the event that the number of Common Shares that are authorized by the Company’s certificate of incorporation and not outstanding or subscribed for, shall or reserved or otherwise committed for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the holder of each Right to purchase the number of Common Shares to which such holder would be entitled upon the exercise in full of the Rights in accordance with the foregoing Section 11(a)(ii), or should the Board so elect, the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine with value of the Corporation and Common Shares issuable upon the Corporation shall be exercise of a Right (calculated as provided in the continuing or surviving corporation last sentence of such merger or combination this subparagraph (other than in a transaction subject iii)) pursuant to Section 13 hereof11(a)(ii) hereof (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon such exercise of a Right and payment of the applicable Purchase Price (or, in the case of a reduction in price, at the time that such payment of the applicable Purchase Price would otherwise occur), any one or more of the following having an aggregate value determined by the Board in good faith to be equal to the Current Value: (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) Common Shares or other equity securities of the Company (including shares, or fractions of shares, of preferred stock which the Board has determined to have the same value as a Common Share (such shares (or fractions of shares) of preferred stock, “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing; provided that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the later of (x) the first occurrence of an event triggering the rights to purchase Common Shares described in one Section 11(a)(ii) hereof and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) hereof expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, to the extent permitted by applicable law, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available), then, if necessary, such number or factions or Preferred Shares (to the extent available) and then, if necessary, cash, which shares and cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more transactions than 90 days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (other such 30-day period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(f) hereof and the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall make a public announcement, and shall promptly deliver to the Rights Agent a statement, stating that the exercisability of the Rights has been temporarily suspended. At such time as the suspension is no longer in effect, the Company shall make another public announcement, and promptly deliver to the Rights Agent a statement, so stating. For purposes of this Section 11(a)(iii), the value of a Common Share shall be the current per share market price (as determined pursuant to Section 11(d)(i) hereof) of a Common Share on the Section 11(a)(ii) Trigger Date and the value of any “Common Stock Equivalent” shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in connection with Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying (x) the Purchase Price in effect immediately prior to such record date by (y) a fraction, (1) the numerator of which shall be the sum of (A) the number of Preferred Shares outstanding on such record date plus (B) the number of Preferred Shares that the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and (2) the denominator of which shall be the sum of (A) the number of Preferred Shares outstanding on such record date plus (B) the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation class or any series of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. Preferred Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying (x) the Purchase Price in effect immediately prior to such record date by (y) a fraction, (1) the numerator of which shall be the difference of (A) the then current per share market price of the Preferred Shares on such record date, less (B) the fair market value (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and (2) the denominator of which shall be such current per share market price of the Preferred Shares; provided that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the class or series of shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder other than computations made pursuant to Section 11(a)(iii), the “current per share market price” of its Subsidiariesany security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(ii), the current per share market price of any Security shall be deemed to be the average of the daily closing prices per share of such Security for the 10 consecutive Trading Days immediately prior to such date; provided that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days or 10 Trading Days, as set forth above, after the ex-dividend date for such dividend or distribution, or otherwise obtain from the Corporation record date for such subdivision, combination or any reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiariessuch Security. The closing price for each day shall be the last sale price, with or without considerationregular way, any additional shares of any class of capital stock or, in case no such sale takes place on such day, the average of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationclosing bid and asked prices, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Global Select Market or, at rates if the Security is not listed or admitted to trading on the Nasdaq Global Select Market, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orprincipal national securities

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Ai) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of Preferred Stock, (Bii) subdivide the outstanding Common SharesPreferred Stock, (Ciii) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Preferred Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Preferred Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Preferred Stock transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person becomes an Acquiring Person (“Section 11(b) Event”), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9, have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the “Number of Adjustment Shares”). (c) In the event that there shall not be sufficient treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company, including, but not limited to, Preferred Stock, equal in the aggregate to the Number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a “common stock equivalent”); provided, however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or common stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of shareholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash or other consideration (including, without limitation, debt securities or assets or a combination of any of the foregoing) equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (d) If the Company shall fix a record date for the issuance of rights (other than any Rights hereunder) or warrants to all holders of Preferred Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock, at a price per share of Preferred Stock or per share of equivalent preferred stock or having a conversion or exercise price per share, as the case may be, less than the current market price per share of Preferred Stock (as determined pursuant to Section 11(f)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Preferred Stock (as determined pursuant to Section 11(f)) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Preferred Stock, and the denominator of which shall be such current market price for one share of Preferred Stock (as determined pursuant to Section 11(f)). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the “current market price” of any security (a “Security” for purposes of this Section 11(f)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to, but not including, such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the current market price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) any Acquiring Person a dividend or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation distribution on such Security payable in shares of such merger Security or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of such Security or (B) any class subdivision, combination or reclassification of capital stock such Security, and prior to the expiration of 30 Trading Days after but not including the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the current market price shall be appropriately adjusted by the Board of Directors to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the Corporation or of any of its Subsidiariesclosing bid and asked prices, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orprincipal national securities exchange on which the

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in shares of the Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Common Stock or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock (or other securities) transfer books of the Corporation Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii). (ii) Subject to Section 24 of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, alone or together with its Affiliates and Associates, becomes at any time after the Rights Dividend Declaration Date, an Acquiring Person except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the later of (x) the date on which the Company's rights of redemption pursuant to Section 23(a) expire, or (y) five (5) days after the date of the first occurrence of a Section 11(a)(ii) Event, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, directly such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price for a full share of Common Stock by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of the event described above in this subparagraph (ii) (such number of shares is hereinafter referred to as the "Adjustment Shares"), provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) If (x) the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or indirectlyreserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), or (y) any regulatory approvals necessary for the issuance of such Common Stock have not been obtained by the Company, or (z) the issuance of Common Stock of the Company shall not then be permitted under the Company's certificate of incorporation or any applicable law or administrative or judicial regulation or order, the Company shall (A) determine the excess of (1) merge into the Corporation or otherwise combine value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination (other than in a transaction respect to each Right, but subject to Section 13 hereof)9 hereof and, if and to the extent required, to the receipt by the Company of any necessary regulatory approvals, make adequate provision to substitute for the Adjustment Shares, upon exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of equity securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange Company (in whole or in part) for including, without limitation, shares of any class preferred stock which the Board of capital stock Directors of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into Company has deemed to have the same value as shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries Common Stock (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporationpreferred stock, or any of its Subsidiaries"Common Stock Equivalents")), (4) selldebt securities of the Company, purchase(5) other assets, leaseor (6) any combination of the foregoing, exchangehaving an aggregate value equal to the Current Value, mortgagewhere such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, pledgehowever, transfer or otherwise dispose that if the Company shall not have made adequate provision to deliver value pursuant to clause (in one or more transactionsB) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's rights of redemption pursuant to Section 23(a) expire (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available and subject to receipt by the Company of any assets necessary regulatory approvals) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights and that any necessary regulatory approvals for such issuance could be obtained, the thirty (including securities30) today period set forth above may be extended to the extent necessary, frombut not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, with in order that the Company may seek stockholder approval for the authorization of such additional shares and/or regulatory approvals for the issuance of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken and/or additional regulatory approvals obtained pursuant to the first and/or second sentences of this subparagraph (iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to obtain any required regulatory approvals and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement and shall give concurrent written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. ______ For purposes of this subparagraph (iii), the value of the Common Stock shall be the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Section 11 (a) (ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to be the same as the value of Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any Common Stock Equivalent under this subparagraph (iii). (b) In case the Company shall fix a record date for the issuance of rights, options or ofwarrants to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Stock (or securities having substantially the same rights, privileges and preferences as the shares of Common Stock ("Equivalent Common Stock") or convertible into Common Stock or Equivalent Common Stock) at a price per share of Common Stock or Equivalent Common Stock (or having a conversion price per share, if a security convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price (as defined in Section 11(d) per share of Common Stock or Equivalent Common Stock, as the case may be) on such record date, the Corporation Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock or Equivalent Common Stock which the aggregate offering price of the total number of shares of Common Stock or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend payable in Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation hereunder, other than computations made pursuant to Section 13 hereof11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (530) receive consecutive Trading Days (as such term is hereinafter defined in this paragraph (d)) immediately prior to such date and, for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any compensation from date shall be deemed to be the Corporation average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or any distribution on such Common Stock payable in shares of its Subsidiaries such Common Stock or securities convertible into shares of such Common Stock (other than compensation the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as a director set forth above, after the ex-dividend date for such dividend or distribution or the record date for fullsuch subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account ex-time employment as a dividend trading. The closing price for each day shall be the last sale price, regular employeeway, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, at rates if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in accordance the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date shall be as determined by the Board of Directors of the Company upon the advice of a nationally-recognized, independent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Corporation's (Rights Agent and shall be conclusive for all purposes. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or its Subsidiaries') past practicesadmitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or (6) receive admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the benefitState of New York are not authorized or obligated by law or executive order to close. If the Common Stock is not publicly held or not so listed or traded, directly or indirectly (except proportionately "Current Market Price" per share shall mean the fair value per share as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided determined by the Corporation or any Board of its SubsidiariesDirectors of the Company upon the advice of a nationally-recognized, orindependent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kinds of Common Shares securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Preferred Stock payable in Common Sharesshares of Preferred Stock, (B) subdivide the outstanding Common Sharesshares of Preferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares Preferred Stock, or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such datefor which the Rights shall be exercisable, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right Rights exercised after such time shall be entitled to receive receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right Rights had been exercised immediately prior to such date and at a time when the Common Shares applicable transfer books of the Corporation were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition, and shall be made prior, to any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) Subject to Section 24 of this Agreement, in if: (A) any Person shall become an Acquiring Person, unless the event that causing the Person to become an Acquiring Person is a transaction to which the provisions of Section 13(a) hereof apply; (AB) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation Company or otherwise combine with the Corporation Company and the Corporation Company shall be the continuing or surviving corporation of such merger or combination (other than in a transaction subject to Section 13 hereof)and shares of Common Stock of the Company shall remain outstanding and unchanged, (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one transaction or more transactions (other than in connection with the exercise a series of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transactions, transfer any assets to the Corporation Company or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock Common Stock of the Corporation Company, for other equity securities of the Company or any of its Subsidiaries Subsidiaries, or for securities exercisable for or convertible into shares of any class of capital stock equity securities of the Corporation Company or of any of its Subsidiaries, Subsidiaries (whether shares of Common Stock of the Company or otherwise) or otherwise obtain from the Corporation Company or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries such equity securities or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries such equity securities (other than as part of pursuant to a pro rata distribution to all holders of such shares of any class of capital stock Common Stock of the CorporationCompany), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in one transaction or a series of transactions, to, from or with the Company or any of its Subsidiaries)Subsidiaries or any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity, assets (including securities) on terms and conditions less favorable to the Company or such Subsidiary, plan, trustee or fiduciary than those that could have been obtained in arm’s-length negotiations with an unaffiliated third party, other than pursuant to a transaction set forth in Section 13(a) hereof, (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose (of, in one transaction or more a series of transactions) of any assets (including securities) , to, from, from or with or of, as the case may be, the Corporation Company or any of its Subsidiaries or any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity (other than in transactions, if any, consistent with those engaged in, as of the date hereof, by the Company and such Acquiring Person or such Associate or Affiliate thereof), assets (including securities or intangible assets) having an aggregate fair market value of more than $150,000,000, other than pursuant to a transaction subject to set forth in Section 13 13(a) hereof), (5) receive receive, or any designee, agent or representative of such Acquiring Person or any Affiliate or Associate of such Acquiring Person shall receive, any compensation from the Corporation Company or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, employee at rates in accordance with the Corporation's Company’s (or its Subsidiaries'’) past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholderholder of shares of Common Stock of the Company or as required by law or governmental regulation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage advantages provided by the Corporation Company or any of its Subsidiaries or any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity; or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, orother than a transaction or transactions to which the provisions of Section 13(a) hereof apply (whether or not with or into or otherwise involving an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than one percent the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries that is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person; then promptly following the occurrence of an event described in Section 11(a)(ii)(A), (B) or (C) (each being a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of a Right, except as otherwise provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the then-current Purchase Price, in lieu of the number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, such number of Units of Preferred Stock as shall equal the result obtained by multiplying the then-current Purchase Price by the then number of Units of Preferred Stock for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for shares of Common Stock on the date of occurrence of the most recent Triggering Event (such number of Units of Preferred Stock being hereinafter referred to as the “Adjustment Shares”). Upon the occurrence of a Section 13 Event, any Rights that shall not have been previously exercised pursuant to this Section 11(a)(ii) shall thereafter be exercisable only pursuant to Section 13 hereof and not pursuant to this Section 11(a)(ii). The Company shall notify the Rights Agent when this Section 11(a)(ii) applies and shall use all commercially reasonable efforts to ensure that the provisions of this Section 11(a)(ii) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or other Person as a result of the Company’s failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates or transferees hereunder. (iii) In the event that the number of shares of Preferred Stock which are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall, in lieu of issuing Units of Preferred Stock in accordance with Section 11(a)(ii) hereof: (A) determine the excess of (1) the value of the Units of Preferred Stock issuable upon the exercise of a Right (the “Current Value”) over (2) the Purchase Price (such excess being referred to as

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares Stock payable in shares of the Common SharesStock, (B) subdivide the outstanding Common SharesStock, (C) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a)(ii). (ii) In the event any Person shall become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) the Purchase Price or, if less than the Purchase Price, the then current per share market price of the Company's Common Stock (determined pursuant to Section 11(d) hereof) on the date on which any Person shall become an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. Notwithstanding the foregoing or anything in this Agreement to the contrary, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (b) In the case the Company shall fix a record date for the issuance of rights or warrants to all holders of the Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase the Common Stock (or securities convertible into the Common Stock) at a price per share of the Common Stock (or having a conversion price per share of the Common Stock, if a security is convertible into the Common Stock) less than the current market price per share of the Common Stock (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of the Common Stock outstanding on such record date plus the number of shares of the Common Stock which the aggregate offering price of the total number of shares of the Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and of which the denominator shall be the number of shares of the Common Stock outstanding on such record date plus the number of additional shares of the Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of the Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date has not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or a dividend payable in Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the current market price per share of the Common Stock (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of the Common Stock and of which the denominator shall be such current market price per share of the Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) For the purpose of any computation under Section 11(b) or (c) hereof, the "current market price" per, or value of a, share of the Common Stock on any date of determination shall be deemed to be the average of the daily closing prices per share of such Common Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date, and for the purpose of any computation in Section 11(a)(ii) and Section 13, the "current market price" per, or "value" of a, share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for 20 consecutive Trading Days immediately following such date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event that the current market price (Aor value) any Acquiring Person or any Associate or Affiliate per share of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into Common Stock is determined during the Corporation or otherwise combine with period following the Corporation and announcement by the Corporation shall be the continuing or surviving corporation issuer of such merger Common Stock of (i) a dividend or combination (other than distribution on such Common Stock payable in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation such Common Stock or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiariessuch Common Stock, or otherwise obtain from the Corporation (ii) any sub-division, combination or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders reclassification of such shares Common Stock, and prior to the expiration of any class of capital stock of the Corporation, 30 Trading Days or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of20 Trading Days, as the case may be, after the Corporation ex-dividend date for such dividend or any distribution, or the record date for such sub-division, combination or reclassification, then, and in each such case, the "current market price" or "value" shall be appropriately adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of its Subsidiaries (other than in a transaction subject to Section 13 hereof)the closing bid and asked prices, (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employeeway, in either casecase as reported in the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading or, at rates if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in accordance the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the shares of the Common Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York are not authorized or obligated by law or executive order to close. If the Common Stock is not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orRights Agent.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare and pay a dividend on the Common Shares Preferred Stock payable in Common SharesPreferred Stock, (B) subdivide the outstanding Common SharesPreferred Stock, (C) combine the outstanding Common Shares Preferred Stock into a smaller number of Common Shares shares of Preferred Stock or (D) issue any shares of its capital stock in a reclassification of the Common Shares Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation were opendate, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to the following paragraph of this subparagraph (ii) and to Section 24 of this Agreement, in the event any Person shall become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Units of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is then exercisable and dividing that product by (Ay) 50% of the then current per share market price of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on the date such Person became an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action that would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such an event, any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) on or after the earlier of (x) the date of such event and (y) the Distribution Date shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time after Right Certificate delivered to the date Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof shall be canceled. (iii) In the event that the number of Common Shares which are authorized by the Company’s certificate of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the holder of each Right to purchase the number of Common Shares to which he would be entitled upon the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of paragraph (a) of this AgreementSection 11, directly or indirectlyshould the Board of Directors so elect, shall the Company shall: (A) determine the excess of (1) merge into the Corporation or otherwise combine with value of the Corporation and Common Shares issuable upon the Corporation shall be exercise of a Right (calculated as provided in the continuing or surviving corporation last sentence of such merger or combination this subparagraph (other than in a transaction subject iii)) pursuant to Section 13 hereof11(a)(ii) hereof (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board of Directors to be equal to the Current Value: (1) cash, (2) merge or otherwise combine with any Subsidiary of a reduction in the CorporationPurchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has determined to have the same value as Common Shares (such shares of preferred stock, “Common Stock Equivalents”)), (4) debt securities of the Company, or (5) other assets; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the first occurrence of an event triggering the rights to purchase Common Shares described in one Section 11(a)(ii) (the Table of Contents “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof and the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall make a public announcement, and shall deliver to the Rights Agent a statement, stating that the exercisability of the Rights has been temporarily suspended. At such time as the suspension is no longer in effect, the Company shall make another public announcement, and deliver to the Rights Agent a statement, so stating. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d)(i) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall fix a record date for the issuance of rights, options or more transactions warrants to all holders of Preferred Stock entitling them (other for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or shares having the same rights, privileges and preferences as the Preferred Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the then current per share market price of the Preferred Stock (as defined in connection with Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be adjusted by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Stock owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights, options or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may bewarrants are not so issued, the Corporation or any of its Subsidiaries (other than Purchase Price shall be adjusted to be the Purchase Price which would then be in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee, in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, oreffect if such record date had not been fixed.

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and identity of Common Shares shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (ia) In the event the Corporation Company shall at any time after the date of this Agreement (Ai) declare a dividend on the Common Shares Stock payable in shares of Common SharesStock, (Bii) subdivide the outstanding Common SharesStock, (Ciii) combine the outstanding Common Shares Stock into a smaller number of Common Shares shares or (Div) issue any shares of its capital stock in a reclassification of the Common Shares Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock stock, including Common Stock, issuable on such dateupon exercise of a Right, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock stock, including Common Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares Stock transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (b) In the event any Person shall become an Acquiring Person ("Section 11(b) Event"), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9 hereof, have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the then number of shares of Common Stock for which a Right is then exercisable in accordance with the terms of this Agreement such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market price per one share of Common Stock (determined pursuant to Section 11(f) hereof on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the "number of Adjustment Shares"). (c) In the event that there shall not be sufficient Treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company equal in the aggregate to the number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a "common stock equivalent"); provided, however, that in no event if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall the consideration take all such action as may be necessary to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the authorize additional shares of capital Common Stock or common stock of the Corporation issuable equivalents for issuance upon exercise of one Rightthe Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata. (iid) Subject to Section 24 If the Company shall fix a record date for the issuance of this Agreement, in the event that (A) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall (1) merge into the Corporation or otherwise combine with the Corporation and the Corporation shall be the continuing or surviving corporation of such merger or combination rights (other than in a transaction subject to Section 13 hereof), (2any Rights hereunder) merge or otherwise combine with any Subsidiary of the Corporation, (3) in one or more transactions (other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution warrants to all holders of Common Stock entitling them (for a period expiring within 90 calendar days after such shares of any class of capital stock of record date) to subscribe for or purchase Common Stock (or securities having the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one same or more transactionsfavorable rights, privileges and preferences as the Common Stock ("equivalent common stock")) or securities convertible into Common Stock or equivalent common stock, at a price per share of any assets (including securities) to, from, with Common Stock or ofper share of equivalent common stock or having a conversion or exercise price per share, as the case may be, less than the Corporation current market price per share of Common Stock (as defined in Section 11(f) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock or equivalent common stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or equivalent common stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (e) If the Company shall fix a record date for the making of its Subsidiaries a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in a transaction subject Common Stock, but including any dividend payable in stock other than Common Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 13 11(d) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Common Stock (5as defined in Section 11(f) receive any compensation from hereof) on such record date less the Corporation or any fair market value (as determined in good faith by a majority of its Subsidiaries other than compensation as the Board of Directors, whose determination shall be described in a director or for full-time employment as a regular employee, in either case, at rates in accordance statement filed with the Corporation's Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Common Stock, and the denominator of which shall be such current market price for one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (or its Subsidiaries'f) past practicesFor the purpose of any computation hereunder, or the "current market price" of any security (6) receive the benefit, directly or indirectly (except proportionately as a shareholder"Security" for purposes of this Section 11(f)), on any date shall be deemed to be the average of any loansthe daily closing prices per share of such Security for the 30 consecutive Trading Days (as hereinafter defined) immediately prior to such date; provided, advanceshowever, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries, orthat in

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Shares payable in Common Preferred Shares, (B) subdivide the outstanding Common Preferred Shares, (C) combine the outstanding Common Preferred Shares into a smaller number of Common Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)) and in Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock and other securities which, if such Right had been exercised immediately prior to such date and at a time when the Common Preferred Shares transfer books of the Corporation Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, howeverthe adjustment provided for in this Section 11(a)(i) shall be in addition to, that in no event and shall the consideration be made prior to, any adjustment required pursuant to be paid upon the exercise of one Right be less than the aggregate par value, if any, of the shares of capital stock of the Corporation issuable upon exercise of one RightSection 11(a)(ii) hereof. (ii) Subject to the provisions of Section 24 of this Agreement, in the event that (A) any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person (except pursuant to a tender or any Associate or Affiliate of any Acquiring Person, exchange offer for all outstanding Common Shares at any time after a price and on the terms determined prior to the date of the first acceptance of payment for any of such shares by at least a majority of the Continuing Directors who are not officers of the Company to be in the best interests of the Company and its shareholders (other than the Person or an Affiliate or Associate thereof on whose behalf the offer is being made) (a "Permitted Offer")), then, promptly thereafter, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement, directly in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a Preferred Share for which a Right is then exercisable, and (y) dividing that product by 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event (such number of shares being referred to as the "number of Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if a majority of the Continuing Directors determine that such action is necessary or indirectlyappropriate and not contrary to the interests of holders of Rights, shall elect to (1) merge into and, in the Corporation or otherwise combine event that the Company has not exercised the exchange right set forth in Section 24 hereof and there are not sufficient treasury shares and authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with the Corporation foregoing subparagraph (ii), the Company shall) take all such action as may be necessary to authorize, issue or pay, upon the exercise of the Rights, cash (including by way of a reduction of the Purchase Price), property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11(a)(ii), which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Continuing Directors. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof and the Corporation value of any Preferred Shares or other preferred stock which a majority of the Continuing Directors determines to be a "common shares equivalent" shall be deemed to have the same value as the Common Shares. Any such election by the Continuing Directors must be made and publicly announced within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred. Following the occurrence of the event described in Section 11(a)(ii) hereof, a majority of the Continuing Directors may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred to the extent that the Board of Directors has not determined whether to exercise its rights of election under this Section 11(a)(iii). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same or more favorable rights, privileges and preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or per equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the current per share market price of the Preferred Shares (as defined in Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the continuing number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or surviving corporation purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such merger or combination (other than consideration shall be as determined reasonably and in good faith by the Board of Directors of the Company, whose determination shall be described in a transaction subject to Section 13 hereof), (2) merge statement filed with the Rights Agent and shall be conclusive for all purposes and binding on the Rights Agent and the holders of Rights. Preferred Shares and equivalent preferred shares owned by or otherwise combine with any Subsidiary held for the account of the Corporation, (3) in one or more transactions (other than in connection with Company shall not be deemed outstanding for the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares purpose of any class of capital stock of such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the Corporation event that such rights or any of its Subsidiaries or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for securities exercisable for or convertible into shares of any class of capital stock of the Corporation or of any of its Subsidiaries, or otherwise obtain from the Corporation or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Corporation or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part making of a pro rata distribution to all holders of Preferred Shares (including any such shares of any class of capital stock of distribution made in connection with a consolidation or merger in which the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactionsCompany is the continuing corporation) of any assets (including securities) toevidences of indebtedness, from, with or of, as the case may be, the Corporation or any of its Subsidiaries cash (other than a regular quarterly cash dividend out of the earnings or the retained earnings of the Company) or assets (other than a dividend payable in a transaction subject Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 13 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Shares (5as defined in Section 11(d) receive any compensation from hereof) on such record date, less the Corporation or any of its Subsidiaries other than compensation fair market value (as a director or for full-time employment as a regular employee, determined reasonably and in either case, at rates in accordance with the Corporation's (or its Subsidiaries') past practices, or (6) receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided good faith by the Corporation or any of its Subsidiaries, orthe

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Common Shares covered by each Right and the number num- ber of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Corporation Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Corporation Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted (without duplicating the effect of Section 11(n)) so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Corporation Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value, if any, value of the shares of capital stock of the Corporation Company issuable upon exercise of one Right. (ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, in such num- ber of Common Shares of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that (A) any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, at Associate or Affiliate; and any time Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with subparagraph (ii) above, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, securities having a current per share market price equal to the current per share market price of one Common Share as of the date of this Agreementissuance of such securities ("equivalent securities"). (b) In case the Company shall fix a record date for the issuance of rights, directly options or indirectlywarrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares or equivalent securities or securities convertible into Common Shares or equivalent securities at a price per Common Share or equivalent security (or having a conversion price per share, if a security convertible into Common Shares or equivalent securities) less than the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall (1) merge into be determined by multiplying the Corporation or otherwise combine with Purchase Price in effect immediately prior to such record date by a fraction, the Corporation and the Corporation numerator of which shall be the continuing or surviving corporation number of Common Shares outstanding on such merger or combination (other than in a transaction subject to Section 13 hereof), (2) merge or otherwise combine with any Subsidiary record date plus the number of Common Shares which the aggregate offering price of the Corporationtotal number of Common Shares and/or equivalent securities so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares and/or equivalent securities to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, (3) however, that in one or more transactions (other than in connection with no event shall the consideration to be paid upon the exercise of Rights or one Right be less than the exercise or conversion of securities exercisable or convertible into capital stock aggregate par value of the Corporation or any of its Subsidiaries) transfer any assets to the Corporation or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Corporation Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or any all of its Subsidiaries which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights. Common Shares owned by or held for securities exercisable the account of the Company shall not be deemed outstanding for or convertible into shares the purpose of any class such computation. Such adjustment shall be made successively whenever such a record date is fixed; and, in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then-current per share market price of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such then-current per share market price of the Common Shares on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation or Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and, in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (i) For the purpose of any computation hereunder, the "current per share market price" of its Subsidiariesany security (a "Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to such date; provided, however, that, in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or Securities convertible into such shares, or otherwise obtain from (B) any subdivision, combination or reclassification of such Security and prior to the Corporation expiration of 30 Trading Days after the ex-dividend date for such dividend or any distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of its Subsidiariessuch Security. The closing price for each day shall be the last sale price, with regular way, reported at or without considerationprior to 4:00 P.M. Eastern time or, any additional shares of any class of capital stock in case no such sale takes place on such day, the average of the Corporation or any bid and asked prices, regular way, reported as of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Corporation or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of such shares of any class of capital stock of the Corporation, or any of its Subsidiaries), (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions) of any assets (including securities) to, from, with or of, as the case may be, the Corporation or any of its Subsidiaries (other than in a transaction subject to Section 13 hereof), (5) receive any compensation from the Corporation or any of its Subsidiaries other than compensation as a director or for full-time employment as a regular employee4:00 P.M. Eastern time, in either case, at rates as reported in accordance the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Corporation's (New York Stock Exchange or, if the Security is not listed or its Subsidiaries') past practicesadmitted to trading on the New York Stock Exchange, or (6) receive as reported in the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by principal consolidated transaction reporting system with respect to securities listed on the Corporation or any of its Subsidiaries, principal national securities exchange on which the Security is listed or