Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' prior notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is in good standing, shall be authorized to do business as a banking institution in the State of New York)York or the Commonwealth of Pennsylvania, in good standing, having a principal office in the State of New York, which is shall be authorized under such laws to exercise corporate trust or stock transfer powers and is powers, shall be subject to supervision or examination by federal or state authority authorities and which has shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or Stock and the Company Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of Florida or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of Florida or New York), in good standing, having a principal office in the State States of Florida or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 5 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or and the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar 30-days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar 30-days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willor which shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 10 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and and, if instructed by the Company, to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' , notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of at least $50 milliona majority of the Board of Directors to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of the Rights. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized organized, in good standing and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New YorkStates, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionauthority. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights ---------------------- Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity any affiliate of such a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States States, so long as such corporation complies with the applicable rules and requirements of the New York Stock Exchange, as such rules and requirements may be amended or modified from time to time, is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000 (or such lower number as approved by the Board), or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which corporation or the parent corporation thereof has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Colorado (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkColorado), in good standing, having a principal an office in the State of New YorkColorado, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, standing which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares and the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do conduct a stock transfer or corporate trust business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers and is subject to supervision or examination by federal Federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, will therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the 34 38 Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares and the Preferred Shares or the Common Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign on the earlier of (a) 30 days from the effective date of such termination or (b) the appointment of a successor Rights Agent. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Preferred Shares by registered or certified mailmail and, and following the Distribution Date, to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder's Right Certificate for inspection by the CompanyCertificate), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation Person is authorized to do conduct a shareholder services, stock transfer or corporate trust business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers and is subject to supervision or examination by federal Federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000; provided, however, that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but as soon as practicable the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, will therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares and Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of actingacting as such, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares or known to the Common Shares Rights Agent by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has last been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of Delaware or the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Delaware or the State of New York), in good standing, having a principal an office in the State of Delaware or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate or certificate for Common Stock, as the case may be, for inspection by the Company), then the registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is and in good standing, shall be authorized to do business as a banking institution in the State of New York)United States or any State, in good standing, having a principal office in the State of New York, which is shall be authorized under such laws to exercise the stockholder services business, exercise corporate trust or trust, stock transfer powers and is or stockholder services powers, shall be subject to supervision or examination by federal or state authority authorities and which has shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of record of the Right CertificatesCertificates (or certificates for Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent ---------------------- or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares of the Company and Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares of the Company and Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkIllinois), in good standing, having a its principal office offices in the State of New YorkIllinois, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares of the Company and Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Shares Preferred Share by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity organized and doing business under the laws of the United States or of the State Commonwealth of New York Massachusetts (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State Commonwealth of New YorkMassachusetts), in good standing, having a principal an office in the State Commonwealth of New YorkMassachusetts, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged dis- charged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Certifi- cates by first first-class mail. The Company may remove the Rights Rixxxx Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-- class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails Com- pany shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed ap- pointed by the Company or by such a court, will shall be a corporation or other legal entity corpo- ration organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject sub- ject to supervision or examination by federal or state authority au- thority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.50

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willwhich holder shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States States, in good standing, so long as such corporation is authorized (i) complies with the applicable rules of the New York Stock Exchange, as such rules and requirements may be amended or modified from time to do business as a banking institution in the State of New York)time, in good standing, having a principal office in the State of New York, which (ii) is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers and (iii) is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million10 million or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares of the Company known to the Rights Agent by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares of the Company by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State of New York)under such laws, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or of the Common SharesCompany, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section SECTION 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation corporation, or other legal entity an affiliate of such a corporation, organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.with

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' prior notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate or the retiring Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionauthority. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deeddeed and the duties and obligations of the retiring Rights Agent shall cease and terminate; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged dis- charged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Certifi- xxxxx by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first- class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails Com- pany shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity cor- poration organized and doing business under the laws of the United States or of the State Commonwealth of New York Massachusetts (or of any other state of the United States so long as such corporation corpora- tion is authorized to do business as a banking institution in the State Commonwealth of New YorkMassachusetts), in good standing, having a principal an office in the State Commonwealth of New YorkMassachusetts, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination exami- nation by federal or state -36- authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Georgia or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in either the State of Georgia or the State of New York), in good standing, having a principal office in either the State of Georgia or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or Common Stock and the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.defect

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Georgia or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in either the State of Georgia or the State of New York), in good standing, having a principal office in either the State of Georgia or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or Common Stock and the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York or Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkYork or Illinois), in good standing, having a principal office in the State of New York, York or Illinois which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares and the Preferred Stock by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Preferred Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Massachusetts or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Massachusetts or New York), in good standing, having a principal office in the State of Massachusetts or New York, York which is authorized under such laws to exercise corporate trust or stock transfer powers power and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or the Common Shares and Preferred Shares, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Shares Preferred Shares, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity Person organized and doing business and in good standing under the laws of the United States or of States, the State of New York (or of any other state of the United States States, so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which Person is authorized under such laws to exercise corporate trust or stock transfer powers all of the duties of the Rights Agent under this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' days prior notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' days prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate or the retiring Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionauthority. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deeddeed and the duties and obligations of the retiring Rights Agent shall cease and terminate; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York or Michigan (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkYork or Michigan), in good standing, having a principal office in the State of New YorkYork or Michigan, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million10,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of for the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be either (a) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the any State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers conduct shareholder services business and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million10 million or (b) an Affiliate of such Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York or Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkYork or Illinois), in good standing, having a principal office in the State of New York, York or Illinois which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination examina- tion by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Class A Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Class A Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Arizona or the State of New York), in good standing, having a principal an office in the State of Arizona or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Class A Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares of the Company known to the Rights Agent by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares of the Company by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State of New York)under such laws, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or of the Common SharesCompany, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section SECTION 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint -49- 53 a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Texas (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkTexas), in good standing, having a principal an office in the State of New YorkTexas, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.and

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be either (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which either has or is an affiliate of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000, or (b) an affiliate of such a corporation. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares of the Company by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares of the Company by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York)under such laws, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or of the Common SharesCompany, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.this

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares known to the Rights Agent by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Ohio or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Ohio or New York), in good standing, having a principal office in the State of Ohio or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment appoint- ment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' ’ prior notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is in good standing, shall be authorized to do business as a banking institution in the State of New York)York or the Commonwealth of Pennsylvania, in good standing, having a principal office in the State of New York, which is shall be authorized under such laws to exercise corporate trust or stock transfer powers and is powers, shall be subject to supervision or examination by federal or state authority authorities and which has shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or Stock and the Company Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares and Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Minnesota or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Minnesota or New York), in good standing, having a principal an office in the State of Minnesota or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has or is a subsidiary of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares of the Company or Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Board of Directors of the Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writingprior written notice, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares of the Company or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State The Commonwealth of New York Massachusetts (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), Michigan) in good standing, having a principal an office in the State of New YorkMichigan, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate or certificate for Common Stock, as the case may be, for inspection by the Company), then the registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is and in good standing, shall be authorized to do business as a banking institution in the State of New York)United States or any State, in good standing, having a principal office in the State of New York, which is shall be authorized under such laws to exercise the shareholder services business, exercise corporate trust or trust, stock transfer powers and is or shareholder services powers, shall be subject to supervision or examination by federal or state authority authorities and which has shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of record of the Right CertificatesCertificates (or certificates for Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkIllinois), in good standing, having a principal an office or agency in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, will therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and thereby be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity financial institution organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States (so long as such corporation is authorized to do business as a banking institution in the State of New Yorkunder said laws), and in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million10,000,000 or (b) an affiliate of a corporation or financial institution described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and and, if instructed by the Company, to each transfer agent of the Preferred Shares or the Common Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each the transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mailmail at the expense of the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), York in good standing, having a principal office in the State of New York, York which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the that purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of New York or Virginia (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of New YorkYork or Virginia), in good standing, having a principal office in the State States of New YorkYork or Virginia, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (A) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (B) a subsidiary of a corporation described in clause (A) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, and having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect thereinherein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of New York Delaware or Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of New YorkDelaware or Illinois), in good standing, having a principal an office in the State States of New YorkDelaware or Illinois, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar 30-days' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar 30-days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such Table of Contents resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willor which shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Newco Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Newco Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be (a) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State States of Delaware or New York (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State States of Delaware or New York), in good standing, having a principal an office in the State States of Delaware or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000 or (b) an Affiliate of a Person described in clause (a) whose obligations are fully guaranteed by the Person described in clause (a). After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares of the Company or the Common Preferred Shares by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the registered holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation (or other legal entity an Affiliate thereof) organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class 32 35 mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (A) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (B) a subsidiary of a corporation described in clause (A) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares or known to the Common Shares Rights Agent by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties and obligations under this Agreement upon 30 calendar days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, if any, by registered or certified mail. Such resignation and discharge from all duties under this Agreement shall be effective on the 30th day following the mailing of the same, without further action on the part of the Rights Agent and whether or not a successor shall theretofore have been appointed. Thereafter, the Company shall give written notice to the holders of the Right Rights Certificates (if the same have been issued) by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agentagent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so as long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has has, together with its parent company, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Common Stock and Series R Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Series R Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of Illinois or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of Illinois or New York), in good standing, having a principal an office in the State States of Illinois or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Series R Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company by registered or certified mail and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mailmail at the cost and expense of the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York)Illinois, in good standing, having a principal an office in the State of New YorkIllinois, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar sixty (60) days' notice in writing mailed to the Company Corporation, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and and, if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first first-class mail. In the event that the transfer agency relationship in effect between the Corporation and the Rights Agent terminates, the Rights agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Corporation shall be responsible for sending any required notice. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and and, if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the CompanyCorporation), then the Rights Agent, at the expense of the Corporation, or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York York, North Carolina or Pennsylvania (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkStates), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority and which has has, together with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus or net assets, on a consolidated basis, of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or Stock, and, if such appointment occurs after the Common SharesDistribution Date, and mail a notice thereof in writing there of to the registered holders of the Right Certificatesshares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of Minnesota or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of Minnesota or New York), in good standing, having a principal office in the State States of Minnesota or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York or Delaware (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkYork or Delaware), in good standing, having a principal office in the State of New York, York or Delaware which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined com bined capital and surplus of at least $50 million100,000,000 and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Unless the Company and the Rights Agent agree to a shorter time period, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' 15 days notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or the Common Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Unless the Company and the Rights Agent agree to a shorter time period, the Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' 15 days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York California (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), California) in good standing, having a principal stock transfer office in the State of New YorkCalifornia, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Shares, Stock and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to 48 44 supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged dis- charged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preference Shares by registered or certified mail, and to the holders of the Right Certificates Certifi- xxxxx by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Shares and the Common or Preference Shares by registered or certified mail, and to the holders of the Right Certificates by first first-- class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails Com- pany shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed ap- pointed by the Company or by such a court, will shall be a corporation or other legal business entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation entity is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination exami- nation by federal or state authority authority) and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 25 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally origi- xxxxx named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preference Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment ap- pointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who willshall, with such notice, submit his Right Certificate or, prior to the Distribution Date, the certificate representing his Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York York, Pennsylvania or Florida (or of any other state State of the United States States) so long as such corporation is authorized to do business as a banking institution in the State of New York), Pennsylvania or Florida, in good standing, having a principal an office in the State of New York, Pennsylvania or Florida, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 10 million; provided, that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or of validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights ---------------------- Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar 30-days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar 30-days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of [the State of New York Rights Agent] (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in [the State of New YorkRights Agent]), in good standing, having a principal an office in [the State of New YorkRights Agent], which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Common Stock and the Preferred Shares or the Common Shares Stock by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and 29 doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, York which is authorized under such laws to exercise corporate trust or stock transfer powers power and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of 46 50 Florida or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of Florida or New York), in good standing, having a principal office in the State States of Florida or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 5 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or and the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' ’ notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Delaware (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkDelaware), in good standing, having a principal an office in the State of New YorkDelaware, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Series One Preferred Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Series One Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Florida (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New YorkFlorida), in good standing, having a principal an office in the State of New YorkFlorida, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (ii) an Affiliate of a corporation described in clause (i) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Series One Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his or her Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be either (a) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Washington or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Washington or New York), in good standing, having a principal an office in the State of Washington or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (b) an affiliate of such a corporation. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Common Stock and the Preferred Shares or the Common Shares Stock by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of Maryland or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Maryland or New York), in good standing, having a principal office in the State of Maryland or New York, York which is authorized under such laws to exercise corporate trust or stock transfer powers power and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.or

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be (a) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State States of Washington, New York or Delaware (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State States of Washington, New YorkYork or Delaware), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000, or (b) an Affiliate of a Person described in clause (a) hereof. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights ---------------------- Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the PRCO Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Rights. Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the PRCO Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time tlme of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the Preferred Shares or Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares Stock and the Company Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (a) a corporation corporation, limited liability company or other legal trust company (or similar form of entity organized under the laws of the United States or any state of the United States), in good standing and doing authorized to conduct business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New YorkStates, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million10,000,000 or (b) an Affiliate controlled by an entity described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or Stock and the Company Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent." (f) The Company and ComputerShare Investor Services, LLC ("ComputerShare") agree that the address and contact information set forth above for ComputerShare will be the information for ComputerShare for purposes of Section 25 of the Rights Agreement. (g) The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment, Removal and Appointment Agreement, but shall remain in full force and effect. (h) Capitalized terms used without other definition in Section 1 of this Amendment, Removal and Appointment Agreement shall be used as defined in the Rights Agreement. (i) This Amendment, Removal and Appointment Agreement shall be governed by, and construed in accordance with the laws of the State of Ohio. (j) This Amendment, Removal and Appointment Agreement may be executed (including by telecopier) in one or more counterparts, including by the Rights Agreement Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. (k) Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment, Removal and Appointment Agreement. 2. Pursuant to Section 21 of the Rights Agreement, the Company hereby provides 30 days' notice of the Rights Agent's removal as rights agent pursuant to the Rights Agreement, effective as of May 7, 2004, and the Rights Agent hereby accepts and agrees to such removal, and waives the time period for notice of removal under the Rights Agreement, by its countersignature to this Amendment, Removal and Appointment Agreement in the space provided below. 3. Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints Computershare as successor to the Rights Agent, as rights agent to act as agent for the case may beCompany and its stockholders in accordance with the terms and conditions of the Rights Agreement, effective as of May 7, 2004, and Computershare hereby accepts and agrees to such appointment, also effective as of May 7, 2004, by its countersignature to this Amendment, Removal and Appointment Agreement in the space provided below.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock by registered or certified mail, and and, at the Company's expense to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock by registered or certified mail, and and, at the Company's expense, to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar sixty (60) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of any of the State States of New York York, New Jersey or California (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in any of the State States of New York, New Jersey or California), in good standing, having a principal an office in the State any of New Yorksuch States, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which (or the parent corporation of which) has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement Plan upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the Common Stock, Series A Preferred Shares or the Common Shares Stock, Series B Preferred Stock and Series C Preferred Stock by registered or certified mail, and to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock, Series A Preferred Shares Stock, Series B Preferred Stock and the Common Shares Series C Preferred Stock by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willwhich holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation or other entity is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock, Series A Preferred Shares or the Common SharesStock, Series B Preferred Stock and Series C Preferred Stock, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company Corporation and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and at the expense of the Corporation to the holders of the Right Certificates by first first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will Corporation shall appoint a successor to the Rights Agent. If the Company fails Corporation shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the Commonwealth of Virginia or the State of New York North Carolina (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the Commonwealth of Virginia or the State of New YorkNorth Carolina), in good standing, having a principal an office in the Commonwealth of Virginia or the State of North Carolina or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged dis- charged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Certifi- xxxxx by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-- class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails Com- pany shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed ap- pointed by the Company or by such a court, will shall be either (1) a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New YorkXxxxx xx Xxx Xxxx, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject sub- ject to supervision or examination by federal or state authority au- thority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (2) an affiliate of such a corporation. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further fur- ther assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, ap- pointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and at the expense of the Company to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the Commonwealth of Virginia or the State of New York Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the Commonwealth of Virginia or the State of New YorkIllinois), in good standing, having a principal an office in the Commonwealth of Virginia or the State of Illinois or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares or and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State States of Georgia or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State States of Georgia or New York), in good standing, having a principal office in the State States of Georgia or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or and the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who willshall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York Missouri (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York)Missouri, in good standing, having a principal an office or agency in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, will therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Preferred Common Shares or the Common Preferred Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares and the Common Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the Common Stock and Preferred Shares or the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Shares and the Common Shares Stock, by registered or certified mail, and to the holders of the Right Rights Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who willshall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be (i) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York Minnesota (or of any other state of the United States so long as such corporation Person is authorized to do business as a banking institution in the State of New YorkMinnesota), in good standing, having a principal an office or agency in the State of New YorkMinnesota, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million100,000,000 or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Shares or the Common SharesStock, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, will therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent for the Common Shares of the Company and the Preferred Shares or the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent for the Common Shares of the Preferred Shares Company and the Common Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who willor, with such noticeprior to the Distribution Date, submit his Right Certificate for inspection by the Companyof Common Shares), then the any registered holder of any a Right Certificate (or, prior to the Distribution Date, of Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be either (A) a corporation or other legal entity Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York)States, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and that is subject to supervision or examination by federal or state authority and which that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionmillion or (B) an Affiliate of such a Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent for the Common Shares of the Company and the Preferred Shares or the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the Common Shares, the Convertible Shares, or Preferred Shares or the Common Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares, Convertible Shares, or Preferred Shares and the Common Shares by registered or certified mail, and and, following the Distribution Date, to the holders of the Right Certificates by first first-class mail. If the Rights Agent resigns shall resign or is be removed or shall otherwise becomes become incapable of acting, the Company will shall appoint a successor to the Rights Agent. If the Company fails shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who willshall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, will shall be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or laws of any other state of the United States so long as such corporation is authorized to do business as a banking institution in or the State District of New York)Columbia, in good standing, having a principal an office in the State of New York, Pennsylvania or Florida, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent will shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Shares or the Common Preferred Shares, and following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, will shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.