Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."

Conversion of Shares. (a) Subject to the provisions of this AgreementSections 1.8(c) and 1.9, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: stockholder of the Company: (ai) each share of common stock of the Signal common stock, $1 Company (par value $0.001 per share share) (the "Signal Company Common Stock"), issued and ) outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 a fraction of a share of the common stock (subject to adjustment pursuant to Sections 2.5 and 7.1(h)par value $0.001 per share) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) Parent ("FirstMerit Parent Common Stock"); and ) equal to the Remainder Exchange Ratio; (bii) each share of Series A preferred stock of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no Company (par value $0.001 per share share) (the "Signal Company Series A Preferred Stock"), issued and ) outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one a fraction of a share of FirstMerit 6-1/2% Cumulative Convertible the Series D preferred stock (par value $0.001 per share) of Parent ("Parent Series D Preferred Stock," and together with Parent Common Stock, Series B, no par value per share ("FirstMerit Series B Preferred Parent Capital Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product Series A Exchange Ratio; and (iii) each share of the Common Exchange Ratio and the number common stock (par value $0.001 per share) of shares of Signal Common Stock into which the Signal Preferred Stock was convertible Merger Sub outstanding immediately prior to the Effective Time.. Time shall be converted into one share of common stock of the Surviving Corporation. (b) For purposes of this Agreement: (i) The FirstMerit Common Stock "Series A Exchange Ratio" shall be equal to (A) the Liquidation Portion Exchange Ratio plus (B) the Remainder Exchange Ratio, rounded to five decimal places. (ii) The "Liquidation Consideration" shall be equal to (A) the Debt Repayment divided by (B) a fraction, the numerator of which is $47,000,000, and FirstMerit Preferred Stock the denominator of which is sometimes collectively referred the Merger Consideration, rounded to herein as the "FirstMerit Capital Stockfive decimal places."

Conversion of Shares. (a) Subject to Section 1.10, at the provisions Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Stockholder (as defined in Section 1.5(d)): (i) each share of Company Capital Stock owned by Parent, Merger Sub, the Company or any direct or indirect wholly-owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall be canceled and retired without payment of any consideration with respect thereto; (ii) each share of Company Preferred Stock outstanding immediately prior to the Effective Time (other than those referred to in Section 1.5(a)(i) and Dissenting Shares (as defined in Section 1.11)) shall be converted into the right to receive: (A) an amount in cash equal to the sum of: (1) the Preference Per Share Amount (as defined in Section 1.5(b)); plus (2) the aggregate amount of accrued and unpaid dividends on such share of Company Preferred Stock calculated in accordance with the terms of the Company’s certificate of incorporation in effect on the date of this Agreement; plus (3) the Preferred Residual Per Share Amount (as defined in Section 1.5(b)); minus (B) the product of (1) the Preferred Per Share Percentage (as defined in Section 1.5(b)) multiplied by (2) the Working Capital Adjustment Escrow Contribution Amount (as defined in Section 1.5(b)); minus (C) the product of (1) the Aggregate Proceeds Contribution Fraction with respect to such share of Company Preferred Stock multiplied by (2) the Indemnity Escrow Contribution Amount (as defined in Section 1.5(b)); plus (D) the product of (1) the Preferred Per Share Percentage multiplied by (2) the aggregate amount of any cash required to be released from the Working Capital Adjustment Escrow Fund to the Escrow Participants in accordance with Section 1.7 (as and when such cash is required to be released); plus (E) the product of (1) the Aggregate Proceeds Contribution Fraction with respect to such share of Company Preferred Stock multiplied by (2) the aggregate amount of any cash required to be released from the Indemnity Escrow Fund to the Escrow Participants in accordance with Section 9.7 (as and when such cash is required to be released); plus (F) the product of (1) the Preferred Per Share Percentage multiplied by (2) the aggregate amount of any cash required to be released from the Stockholders’ Representative Expense Fund to the Escrow Participants in accordance with Section 10.1(f) (as and when such cash is required to be released); plus (G) the product of (1) the Preferred Per Share Percentage multiplied by (2) the aggregate amount of any payment required to be made by Parent in accordance with Section 1.7(d) (as and when such payment is required to be made); plus (H) the product of (1) the Preferred Per Share Percentage multiplied by (2) the aggregate amount of any payment or other distribution required to be made by Parent in accordance with Section 1.8 (as and when such payment or other distribution is required to be made); and plus (I) the product of (1) the Preferred Per Share Percentage multiplied by (2) the aggregate amount of any payment required to be made from the Company Retention Bonus Escrow Fund to the Stockholders’ Representative for distribution to Escrow Participants in accordance with Section 1.5(f) (as and when such payment or other distribution is required to be made). (iii) each share of Company Common Stock outstanding immediately prior to the Effective Time (other than those referred to in Section 1.5(a)(i) and Dissenting Shares) shall be converted into the right to receive: (A) an amount in cash equal to the Common Residual Per Share Amount (as defined in Section 1.5(b)); minus (B) the product of (1) the Common Per Share Percentage multiplied by (2) the Working Capital Adjustment Escrow Contribution Amount; minus (C) the product of (1) the Aggregate Proceeds Contribution Fraction with respect to such share of Company Common Stock multiplied by (2) the Indemnity Escrow Contribution Amount; plus (D) the product of (1) the Common Per Share Percentage multiplied by (2) the aggregate amount of any cash required to be released from the Working Capital Adjustment Escrow Fund to the Escrow Participants in accordance with Section 1.7 (as and when such cash is required to be released); plus (E) the product of (1) the Aggregate Proceeds Contribution Fraction with respect to such share of Company Common Stock multiplied by (2) the aggregate amount of any cash required to be released from the Indemnity Escrow Fund to the Escrow Participants in accordance with Section 9.7 (as and when such cash is required to be released); plus (F) the product of (1) the Common Per Share Percentage multiplied by (2) the aggregate amount of any cash required to be released from the Stockholders’ Representative Expense Fund to the Escrow Participants in accordance with Section 10.1(f) (as and when such cash is required to be released); plus (G) the product of (1) the Common Per Share Percentage multiplied by (2) the aggregate amount of any payment required to be made by Parent in accordance with Section 1.7 (as and when such payment is required to be made); plus (H) the product of (1) the Common Per Share Percentage multiplied by (2) the aggregate amount of any payment or other distribution required to be made by Parent in accordance with Section 1.8 (as and when such payment or other distribution is required to be made); and plus (I) the product of (1) the Common Per Share Percentage multiplied by (2) the aggregate amount of any payment required to be made from the Company Retention Bonus Escrow Fund to the Stockholders’ Representative for distribution to Escrow Participants in accordance with Section 1.5(f) (as and when such payment or other distribution is required to be made); (iv) each share of the common stock, par value $0.001, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. (v) Notwithstanding anything to the contrary contained in this Agreement, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: (a) each Stockholder, the restrictions with respect to, and any right of repurchase of the Company of, any share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), Stock that is issued and outstanding immediately prior to the Effective Time (excluding (i) shares held and subject to forfeiture or a right of repurchase by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))Company, shall cease to be outstanding lapse and shall no longer be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and in effect. (b) each share For purposes of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."this Agreement:

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party stockholder of the Company or shareholder: Merger Sub: (ai) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding shall be converted into the right to receive a number (which may be less than one) of Parent Subordinate Voting Shares equal to the Share Exchange Ratio; (iv) each share of the Signal common stock, $1 0.01 par value per share, of Merger Sub then outstanding shall remain outstanding; (v) each share of Series A Preferred then outstanding (other than Dissenting Shares and other than shares for which a valid Stock Election has been made) shall be converted into the "Signal right to receive an amount in cash equal to $52.50, plus an amount equal to the dividends accrued and unpaid on such share of Series A Preferred to the date on which the Effective Time occurs; (vi) each share of Series B Preferred then outstanding (other than Dissenting Shares and other than shares for which a valid Stock Election has been made) shall be converted into the right to receive an amount in cash equal to $52.50, plus an amount equal to the dividends accrued and unpaid on such share of Series B Preferred to the date on which the Effective Time occurs; (vii) each share of Series A Preferred then outstanding for which a valid Stock Election has been made (other than Dissenting Shares) shall be converted into the right to receive a number (which may be less than one) of Parent Subordinate Voting Shares equal to the product of (x) the number of shares of Company Common Stock"), issued and outstanding Stock into which a share of Series A Preferred is convertible immediately prior to the Effective Time (excluding (i) shares held by Signal or any pursuant to the terms of the Signal Subsidiaries Preferred Governing Documents and (as defined belowy) or by FirstMerit or any the Share Exchange Ratio; and (viii) each share of the FirstMerit Subsidiaries Series B Preferred then outstanding for which a valid Stock Election has been made (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Dissenting Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject a) an amount in cash equal to adjustment pursuant $2.25 or, at the election of the Company (as directed in writing by Parent), a number (which may be less than one) of Parent Subordinate Voting Shares equal to Sections 2.5 and 7.1(h)the product of (1) (the "Common Exchange Ratio") number of shares of common stock, no par value, Company Common Stock issuable in satisfaction of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Optional Make Whole Payment (as defined hereinin the Preferred Governing Documents) under the Preferred Governing Documents and ("FirstMerit Common Stock"); 2) the Share Exchange Ratio and (b) each a number (which may be less than one) of Parent Subordinate Voting Shares equal to the product of (A) the number of shares of Company Common Stock into which a share of the Signal 6-1/2% Cumulative Convertible Series B Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding is convertible immediately prior to the Effective Time (excluding shares held by Signal or any pursuant to the terms of the Signal Subsidiaries Preferred Governing Documents and (as defined belowB) or by FirstMerit or any the Share Exchange Ratio. (b) If, between the date of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding this Agreement and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit , the outstanding shares of Company Common Stock or the outstanding Parent Subordinate Voting Shares are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Share Exchange Ratio shall be appropriately adjusted. (c) No fractional Parent Subordinate Voting Shares shall be issued in connection with the Merger, and FirstMerit Preferred no certificates or scrip for any such fractional shares shall be issued. Any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a Parent Subordinate Voting Share (after aggregating all fractional Parent Subordinate Voting Shares issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock is sometimes collectively referred Certificate(s), be paid in cash the dollar amount (rounded to herein as the "FirstMerit Capital Stocknearest whole cent), without interest, determined by multiplying such fraction by the closing price of a Parent Subordinate Voting Share on The New York Stock Exchange on the date the Merger becomes effective."

Conversion of Shares. Subject to the provisions (a) Effects of this Agreement, at First-Step Merger on Company Common Stock. (i) At the Effective Time, automatically by virtue of the First-Step Merger and without any action on the part of Parent, Merger Sub I, the Company, any party holder of the Company Common Stock or shareholder: (a) any other Person, each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), Stock issued and outstanding immediately prior to the Effective Time Time, other than (excluding (ix) shares of Company Common Stock held by Signal the Company as treasury stock or owned by Parent or any Subsidiary of Parent or the Signal Subsidiaries Company, and (as defined belowy) Dissenting Shares (such shares of Company Common Stock in (x) and (y), collectively, “Excluded Shares”), shall be automatically converted into and shall thereafter represent the right to receive: (A) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or by FirstMerit or any of deemed revoked pursuant to Section 3.2(b)(v) (collectively, the FirstMerit Subsidiaries “Cash Election Shares”), an amount in cash equal to the Per Share Cash Consideration (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))without interest, shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(hSection 3.2(a); (B) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) for each share of Company Common Stock with respect to which an election to receive shares of Parent Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 3.2(b)(v) (collectively, the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"“Stock Election Shares”), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of validly issued, fully paid and nonassessable shares of FirstMerit Parent Common Stock equal to the product of the Common Exchange Ratio and (the number “Per Share Stock Consideration”), subject to Section 3.2(a); and (C) for each share of shares of Signal Company Common Stock into (other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Section 3.2(b)(v)) (collectively, the Signal Preferred “Non-Election Shares”), the right to receive the Per Share Cash Consideration or Per Share Stock was convertible immediately prior to Consideration as is determined in accordance with Section 3.2(a). (ii) For purposes hereof, the Effective Time.. following terms shall have the following meanings: (A) The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock“Exchange Ratio” means 2.8211."

Conversion of Shares. Subject to the other provisions of this AgreementSection 1.7 (including Sections 1.7.1(h) and 1.7.2) and Article VIII, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or any party or shareholder: Stockholder: (a) each The following shares of Company Capital Stock shall be canceled and no consideration shall be delivered in respect thereof: (i) all shares of any class of Company Capital Stock held by the Company as treasury shares; and (ii) all Acquiror-Held Company Securities. (b) Each share of the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and Series A Preferred Stock outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 receive: (subject i) an amount in cash equal to adjustment pursuant the sum of (x) the Series A Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) 1.8240647 multiplied by (C) the Residual Per Share Amount; and (ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to Sections 2.5 and 7.1(h)the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein. (c) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each Each share of the Signal 6-1/2% Cumulative Convertible Series B Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Stock outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one receive: (i) an amount in cash equal to the sum of (x) the Series B Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) the Residual Per Share Amount; and (ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein. (d) Except as otherwise provided in Section 1.7.1(a), each share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal C Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive: (i) an amount in cash equal to the sum of (x) the Series C Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) the Residual Per Share Amount; and (ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein. (e) Each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive: (i) an amount in cash equal to the product of (x) the Closing Distribution Percentage multiplied by (y) the Residual Per Share Amount; and (ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein. (f) Each Company Stock Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Acquiror at the Effective Time. Each such Company Stock Option so assumed by Acquiror under this Agreement shall continue to have, and be convertible into a subject to, the same terms and conditions set forth in the agreement evidencing such Company Stock Option and in the Company Option Plan, immediately prior to the Effective Time, including provisions with respect to restrictions on exercise, term, exercisability, vesting and acceleration, except that (i) each such assumed Company Stock Option will be exercisable for that number of whole shares of FirstMerit Acquiror Common Stock equal to the product (rounded down to the nearest whole share) of the Common Exchange Ratio and the number of shares of Signal Company Common Stock into which the Signal Preferred that were issuable upon exercise of such Company Stock was convertible Option immediately prior to the Effective Time.. Time multiplied by the Option Exchange Ratio, and (ii) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Option Exchange Ratio, and rounding up to the nearest whole cent. The FirstMerit terms of each such assumed Company Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction with respect to Acquiror Common Stock subsequent to the Effective Time. Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Company Stock Options assumed by Acquiror. Acquiror will use commercially reasonable efforts to file, within 10 days following the Closing Date, a registration statement on Form S-8 (or any successor to Form S-8) so as to register the Acquiror Common Stock subject to the Company Stock Options assumed by Acquiror pursuant to this Section 1.7.1(f), and FirstMerit Preferred shall use its reasonable efforts to effect such registration and to maintain the effectiveness of such registration statement (and the current status of the prospectus contained therein) for so long as such assumed Company Stock Options remain outstanding. At or before the Effective Time, the Company shall (1) take all actions that may be necessary or that Acquiror considers reasonably appropriate (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.7.1(f) and to ensure that, from and after the Effective Time, holders of Company Stock Options have no rights with respect to such Company Stock Options other than those specifically provided in this Section 1.7.1(f), and (2) cause to be effected, in a manner reasonably satisfactory to Acquiror, any amendments to the Company Option Plan necessary to give effect to the foregoing provisions of this Section 1.7.1(f). (g) The Company Warrant will not be assumed by Acquiror in the Merger. As a result, pursuant to the terms of the Company Warrant, the Company Warrant, to the extent not exercised prior to the Closing, shall be treated as set forth in Section 6.14. (h) By executing the applicable Letter of Transmittal and delivering their certificates representing shares of Company Capital Stock to the Paying Agent in accordance with the provisions of Section 1.7.3, or by executing the Stockholder Consent personally or by proxy (or both), each Non-Dissenting Holder shall be deemed to have agreed to be bound with respect to the indemnification obligations and the procedures set forth in Article VIII. (i) If any share of Company Common Stock outstanding immediately prior to the Effective Time is sometimes collectively referred unvested or is subject to herein a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Contract under which the Company has any rights, then the consideration otherwise payable with respect to such share of Company Common Stock pursuant to Section 1.7.1(e) will, except to the extent it vests by its terms as a result of this Agreement and the "FirstMerit Capital Stocktransactions contemplated hereby, also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and need not be paid or otherwise delivered to the former holder of such share of Company Common Stock until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates. The Company shall, prior to the Effective Time, take all action that may be reasonably necessary to ensure that (and Acquiror shall have the right, from and after the Effective Time, to take all action that may be necessary to ensure that): (1) such consideration shall remain so unvested and subject to such repurchase option, risk of forfeiture or other condition; (2) such consideration need not be paid or otherwise delivered until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates; and (3) Acquiror is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract." (j) Each issued and outstanding share of capital stock of Merger Sub shall be converted into one share of common stock of the Surviving Corporation.

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Initial Merger and without any action on the part of the Company, Parent, the Merger Subs or the holder of any party or shareholder: of the following securities: (a) each All outstanding limited liability company interests of Sub One held immediately prior to the Effective Time shall be converted into and become (in the aggregate) one fully paid and nonassessable share of the Signal common stock, $1 par value $0.01 per share share, of the Surviving Corporation. (b) Each Parent Common Share issued and outstanding immediately prior to the "Signal Common Stock")Effective Time shall remain issued and outstanding from and after the Effective Time. (c) All shares of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (excluding (ithe “Company Common Stock”) shares held that are owned by Signal Parent or the Company or any wholly-owned subsidiary of Parent or the Signal Subsidiaries Company (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than shares of Company Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"agency capacity, that are beneficially owned by third parties) shall be cancelled and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding exist and no consideration shall be converted into and become the right delivered in exchange therefor. (d) Subject to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(hSection 3.1(c)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of Company Common Stock (including each Restricted Share which shall vest in full upon the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), Effective Time) issued and outstanding immediately prior to the Effective Time (subject to Section 3.1(c) and Section 3.4) shall be automatically converted into and exchanged for the right to receive: (i) a number of Parent Common Shares equal to $4.521 divided by the greater of (A) the Net Asset Value per Parent Common Share computed no more than 48 hours (excluding shares held Sundays and holidays) before the Closing Date and (B) the Merger Share Price (such number, the “Exchange Ratio”), (ii) $0.226 in cash, and (iii) if the Merger Share Price is less than the Net Asset Value per Parent Common Share computed pursuant to clause (i), a cash payment in an amount equal to the lesser of (A) the Exchange Ratio multiplied by Signal or any $0.25 and (B) the Exchange Ratio multiplied by the difference between such Net Asset Value per Parent Common Share and the Merger Share Price (collectively (ii) and (iii), the “Cash Consideration”) subject, in the case of clause (i), to payment of cash in lieu of fractional Parent Common Shares as provided in Section 3.3(e) (collectively, the “Merger Consideration”), without interest. As of the Signal Subsidiaries Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist and each holder of any such shares of Company Common Stock (subject to Section 3.1(c) and Section 3.4) shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration, to be paid in consideration therefor upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.3(a), as defined below) or by FirstMerit or well as any dividends to which holders of Company Common Stock become entitled in accordance with Section 3.3(c). Sample computations of the FirstMerit Subsidiaries Merger Consideration are included as Schedule 3.1(d) hereto. For the avoidance of doubt, the Cash Consideration payable under clauses (as defined below)ii) and (iii) of the first sentence of this Section 3.1(d) shall under no circumstance exceed $8.339 million and $3.000 million, in each case other than in respectively, for a fiduciary capacity maximum aggregate Cash Consideration of $11.339 million. (e) If, between the date of this Agreement and the Effective Time, the outstanding number of Parent Common Shares shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of debts previously contracted ("Treasury Shares")a reorganization, shall cease to be outstanding recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be converted into and become made to the right to receive one Merger Consideration payable per share of FirstMerit 6-1/2% Cumulative Convertible Preferred Company Common Stock, Series Bif necessary and without duplication, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stockreflect such change."

Conversion of Shares. Subject All of the shares of Acquiror Common Stock (as defined below) issued and outstanding immediately prior to the provisions Effective Time shall remain issued and outstanding after the Effective Time and shall be unaffected by the Parent Merger. The manner and basis of this Agreementconverting the shares of Seller’s common stock, at $5.00 par value per share (the “Seller Common Stock”), and, if not redeemed or purchased prior to or contemporaneously with the Parent Merger, Seller’s Fixed Rate Cumulative Perpetual Preferred Stock, Class B Non-Voting, Series CD, stated liquidation amount $1,000 per share (the “Seller CDCI Preferred Stock”; the Seller Common Stock and Seller CDCI Preferred Stock is referred to herein collectively as the “Seller Capital Stock”), upon consummation of the Parent Merger shall be as follows: (a) At the Effective Time, automatically by virtue of the Parent Merger and without any action on the part of any party Acquiror, Seller or shareholder: the holders of Seller Capital Stock: (ai) Subject to the other provisions of this Article II, each share of the Signal common stock, $1 par value per share (the "Signal Seller Common Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding other than any shares of Seller Common Stock to be canceled in accordance with Section 2.1(a)(v)) shall, subject to adjustment pursuant to Section 2.1(a)(iii) below, be converted automatically into and thereafter represent the right to receive the number of shares (ior a fraction thereof) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries Acquiror Common Stock (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))rounded to the nearest four decimals, shall cease equal to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) Exchange Ratio (the "“Common Exchange Ratio") shares of Stock Merger Consideration”). As used in this Agreement, the term “Acquiror Common Stock” means the common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no $5.00 par value per share (the "Signal Preferred Stock")share, issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of Acquiror; the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common term “Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockRatio” means 0.6425."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: : (a) each share of Share held by the Signal common stockCompany as treasury stock or owned by any Subsidiary (as hereinafter defined) or Acquisition immediately prior to the Effective Time shall be canceled, $1 par value per share and no payment shall be made with respect thereto; (the "Signal b) except as otherwise provided in Section 1.2(a) or as provided in Section 1.6 with respect to Shares as to which appraisal rights have been exercised, each Common Stock"), Share issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into the following: (i) in the case of Common Shares with respect to which an election to retain has been effectively made and become not revoked or forfeited pursuant to Sections 1.3(c), (d) and (e) ("Electing Shares"), and subject to Section 1.4 below, the right to retain one fully paid and nonassessable Common Share (a "Non-Cash Election Share"); and (ii) in the case of Common Shares other than Electing Shares, and subject to Section 1.4 below, the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) a cash payment of $43.50 per Common Share (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common StockCash Election Price"); and ; (bc) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"except as otherwise provided in Section 1.2(a), each Class B Share issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockthe following: (i) after conversion thereof into Common Shares, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical the right to that of the Signal Preferred Stock and be convertible into retain a number of shares Common Shares equal to the "Shortfall Proration Factor" (as hereinafter defined), which Common Shares, if any, shall be deemed to be Non-Cash Election Shares; and (ii) an amount in cash equal to the Cash Election Price multiplied by a fraction, the numerator of FirstMerit which is the number of Class B Shares issued and outstanding immediately prior to the Effective Time less the aggregate number, if any, of Common Stock Shares retainable pursuant to clause (c)(i), and the denominator of which is the number of Class B Shares issued and outstanding immediately prior to the Effective Time; (d) except as otherwise provided in Section 1.2(a), each Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a cash payment equal to the product of the Common Exchange Ratio Cash Election Price and the number of shares of Signal Common Stock Shares into which the Signal such Preferred Stock was convertible Share could have been converted immediately prior to the Effective Time.. ; and (e) the shares of common stock of Acquisition issued and outstanding immediately prior to the Effective Time shall be converted into a total number of Shares equal to 92.9% of the outstanding Shares as of the Effective Time (excluding Options). The FirstMerit Common Stock cash amounts payable pursuant to paragraphs (b), (c) and FirstMerit Preferred Stock is sometimes (d) above are collectively referred to herein as the "FirstMerit Capital StockCash Merger Consideration," and including the Non-Cash Election Shares, the "Merger Consideration."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: : (a) each share (each, a "Common Share") of the Signal common stock, $1 no par value per share share, of the Company (the "Signal Company Common Stock")) held by the Company as treasury stock or owned by Parent or any subsidiary of Parent immediately prior to the Effective Time shall be cancelled and retired, issued and no payment shall be made with respect thereto; (b) each share of common stock, no par value per share, of Merger Co. ("Merger Co. Common Stock") outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares one share of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Surviving Corporation Common Stock"), issued of the Surviving Corporation with the same rights, powers and privileges as the shares so converted; (c) each Common Share outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (shall, except as defined belowotherwise provided in Section 2.02(a) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined belowand Section 2.02(g), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one from Parent a number of fully paid and nonassessable Parent Common Shares equal to the Per Share Ratio (the "Common Exchange Ratio") (together with any cash paid in respect of fractional shares, the "Common Merger Consideration"); (d) each share (each a "Series A Preferred Share") of FirstMerit 6-1/2% Cumulative Convertible Series A Preferred Stock, Series B, no par value $0.01 per share, of the Company (the "Series A Preferred Stock") outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 2.02(g), be converted into the right to receive from Parent a number of shares of fully paid and nonassessable Parent Common Shares equal to the Per Share Ratio, multiplied by the number of Common Shares into which such Series A Preferred Share is convertible as of the Effective Time (the "Series A Preferred Exchange Ratio") (together with any cash paid in respect of fractional shares, the "Series A Preferred Merger Consideration"); (e) each share (each a "FirstMerit Series B Preferred Share") of Series B Preferred Stock, par value $0.01 per share, of the Company (the "Series B Preferred Stock") which preferred stock shall contain terms substantially identical outstanding immediately prior to that of the Signal Preferred Stock and Effective Time shall, except as otherwise provided in Section 2.02(g), be convertible converted into the right to receive from Parent a number of shares of FirstMerit fully paid and nonassessable Parent Common Stock Shares equal to the product of the Common Exchange Ratio and Per Share Ratio, multiplied by the number of shares of Signal Common Stock Shares into which such Series B Preferred Share is convertible as of the Signal Effective Time (the "Series B Preferred Stock was convertible Exchange Ratio") (together with any cash paid in respect of fractional shares, the "Series B Preferred Merger Consideration"); and (f) each share (each a "Series C Preferred Share" and together with the Common Shares, the Series A Preferred Shares and the Series B Preferred Shares, the "Shares") of Series C Preferred Stock, par value $0.01 per share, of the Company (the "Series C Preferred Stock") outstanding immediately prior to the Effective Time.. The FirstMerit Time shall, except as otherwise provided in Section 2.02(g), be converted into the right to receive from Parent a number of shares of fully paid and nonassessable Parent Common Stock and FirstMerit Shares equal to the Per Share Ratio, multiplied by the number of Common Shares into which such Series C Preferred Stock Share is sometimes collectively referred to herein convertible as of the Effective Time (the "FirstMerit Capital StockSeries C Preferred Exchange Ratio") (together with any cash paid in respect of fractional shares, the "Series C Preferred Merger Consideration" and together with the Common Merger Consideration, the Series A Preferred Merger Consideration and the Series B Preferred Merger Consideration, the "Merger Consideration"). (g) Notwithstanding anything in this Agreement to the contrary, each Share which is held by a holder who has not, as of the Effective Time, voted in favor of the Merger or consented thereto in writing, shall not be converted and retired pursuant to the foregoing provisions of this Section 2.02 at the Effective Time (such shares, the "Remaining Shares"). From and after the Effective Time, each certificate representing a Remaining Share shall represent solely the right to receive the respective amounts set forth in this Section 2.02(g) and (i) if the holder of any Remaining Share effectively dissents from the Merger and perfects such holder's dissenter's rights pursuant to the procedure set forth in Article 13 of the NCBCA on or prior to the Payment Demand Date (each such share, a "Dissenting Share"), then such holder shall be entitled to payment from the Surviving Corporation of the fair value of such Dissenting Share in accordance with Article 13 of the NCBCA; provided that if any such holder shall effectively withdraw or lose such rights, each Dissenting Share held by such holder shall thereupon be converted into the right to receive the applicable Merger Consideration issuable in respect of such Remaining Share and retired in the manner set forth in the foregoing provisions of this Section 2.02 and (ii) each Remaining Share which does not become a Dissenting Share on or prior to the Payment Demand Date, shall be converted into the applicable Merger Consideration issuable in respect of such Remaining Share and retired on the first Business Day following the Payment Demand Date in the manner set forth in the foregoing provisions of this Section 2.

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by By virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholdershareholder of the Company: (a) subject to Sections 1.5(a)(ii), 1.5(b), and 1.6, each share of the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and Company Capital Stock outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any shall be converted into the right to receive from Parent, upon surrender of the Signal Subsidiaries certificate representing such share of Company Capital Stock in accordance with Section 1.7, the following consideration (the consideration to which a particular class or series of Company Capital Stock is entitled pursuant to this Section 1.5(a)(i) being referred to as defined below) the "Merger Consideration" for such class or by FirstMerit or any series): each share of Company Common Stock outstanding immediately prior to the FirstMerit Subsidiaries Effective Time shall be converted into the right to receive an amount in cash, without interest, equal to the Common Stock Merger Consideration (as defined below), in ; each case other than in a fiduciary capacity or as a result share of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease Series B Preferred Stock outstanding immediately prior to be outstanding and the Effective Time shall be converted into and become the right to receive 1.32 (subject an amount, without interest, equal to adjustment the amount of cash that a holder of Series B Preferred Stock would be entitled to receive for each share of Series B Preferred Stock pursuant to Sections 2.5 and 7.1(h)) Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date of this Agreement upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series B Merger Consideration"); each share of Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series D Preferred Stock would be entitled to receive for each share of Series D Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series D Merger Consideration"); each share of Series E Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series E Preferred Stock would be entitled to receive for each share of Series E Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series E Merger Consideration"); each share of Company Common Exchange Ratio") shares Stock owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall, by virtue of the Merger, be canceled without payment of any consideration with respect thereto; and each share of the common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Merger Sub outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred common stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number Surviving Corporation. The amount of cash each shareholder of the Company is entitled to receive for the shares of FirstMerit Common Company Capital Stock equal held by such shareholder shall be rounded to the product of nearest cent and computed after aggregating the Common Exchange Ratio and the number of cash amounts payable for all shares of Signal Common each series of Company Capital Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."held by such shareholder. For purposes of this Agreement:

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party holder of any share of capital stock of the Company or shareholder: Merger Subsidiary: (a) each Each share of common stock of the Signal common stockCompany, $1 par value $.01 per share (the "Signal Company Common Stock"), issued and outstanding immediately prior to the Effective Time thereto (excluding (i) shares held by Signal or any of the Signal Subsidiaries (except for Dissenting Shares, as defined belowin Section 1.4 hereof, and except for shares referred to in Section 1.3(b) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"hereof) and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 the fraction of a share (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (as provided below, the "Common Exchange RatioConversion Fraction") shares of common stockstock of Parent, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) value $.10 per share ("FirstMerit Parent Common Stock"); and , equal to $11.125 divided by the Parent Average Stock Price. The "Parent Average Stock Price" shall mean the average (brounded to the nearest full cent, with the cents rounded up if the third decimal place is 5 or more) each of the daily closing sale prices of a share of Parent Common Stock as reported on the Signal 6-1/2% Cumulative Convertible Preferred StockNew York Stock Exchange ("NYSE") Composite Tape, Series Bas reported in The Wall Street Journal, no par value per share (for the "Signal Preferred Stock")18 consecutive NYSE trading days ending on and including the second NYSE trading day immediately preceding the Effective Time. Notwithstanding the foregoing, issued and if the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus the number of shares subject to then outstanding options, warrants, or other rights to acquire shares of Company Common Stock (excluding collectively, "Company Stock Acquisition Rights") is greater than 8,879,725 shares held by Signal or any plus that number of shares issuable pursuant to the current offering period in process as of the Signal Subsidiaries date of this Agreement under the Company's Employee Stock Purchase Plan or if the aggregate exercise price of all such Company Stock Acquisition Rights then outstanding is less than the aggregate exercise price reflected in Section 3.4 hereof, then the $11.125 amount per share of Company Common Stock, as described above, shall be reduced to an amount, if lower, equal to (i) $11.125 times [8,879,725 shares plus that number of shares issuable pursuant to the current offering period in process as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), date of this Agreement under the Company's Employee Stock Purchase Plan] minus the aggregate exercise price reflected in each case other than in a fiduciary capacity or Section 3.4 hereof plus the aggregate amount received by the Company as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share any issuance of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Company Common Stock equal after the date of this Agreement and prior to the product Effective Time plus the aggregate exercise price of all Company Stock Acquisition Rights outstanding immediately prior to the Common Exchange Ratio and Effective Time divided by (ii) the sum of (A) the number of shares of Signal Company Common Stock into which the Signal Preferred Stock was convertible outstanding immediately prior to the Effective Time plus (B) the number of shares subject to Company Stock Acquisition Rights then outstanding. An appropriate adjustment shall similarly be made in the event that, prior to the Effective Time.. The FirstMerit , the outstanding shares of Company Common Stock, without new consideration, are changed into or exchanged for a different kind of shares or securities through a reorganization, reclassification, stock dividend, stock combination, or other like change in the Company's capitalization. Notwithstanding the foregoing, nothing in this section shall be deemed to constitute authorization or permission for or consent from Parent or Merger Subsidiary to any increase in the number of shares of Company Common Stock and FirstMerit Preferred outstanding or subject to outstanding Company Stock is sometimes collectively referred Acquisition Rights, to herein as any decrease in the "FirstMerit Capital Stockexercise price of such Rights, or to any reorganization, reclassification, stock dividend, stock combination, or other like change in capitalization."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: : (a) each share of capital stock of the Signal common stockCompany held by the Company as treasury stock or owned by NHTC, $1 MergerCo or other any subsidiary of NHTC immediately prior to the Effective Time, if any, shall automatically be cancelled, and no payment shall be made with respect thereto; (b) each share of capital stock of MergerCo held by NHTC immediately prior to the Effective Time shall become an identical outstanding share of capital stock of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) except as provided in subsection (a) of this Section 1.02, the outstanding shares of the Company's Common Stock, par value $.01 per share (the "Signal Company Common Stock"), issued and ) outstanding immediately prior to the Effective Time (excluding shall be automatically cancelled and converted into the right to receive: (i) an aggregate of 690,000 shares held by Signal or of Common Stock, par value $.001 per share, of NHTC (such shares, the "Merger Shares"; and such class of Common Stock, the "NHTC Common Stock"); (ii) cash in the amount of $1,336,875, without any interest (the "Cash Consideration"); (iii) $1,336,875 aggregate principal amount promissory notes of NHTC having a maturity date of the Signal Subsidiaries earlier of (x) the consummation of a Qualified Capital Raise (as defined belowtherein) and (y) six (6) months after the Closing Date and otherwise in the form of Exhibit A hereto (the "First 6-Month Note"); and (iv) $1,000,000 aggregate principal amount promissory notes of NHTC having a maturity date of twenty-one (21) months after the Closing Date and otherwise in the form of Exhibit B hereto (the "21-Month Note"); and (v) $866,528 aggregate principal amount promissory notes of NHTC having a maturity date of six (6) months after the Closing Date and otherwise in the form of Exhibit C hereto (the "Second 6-Month Note"; and collectively with the First 6-Month Note and 21-Month Note, the "Notes Consideration" or by FirstMerit the "Promissory Notes"). The Merger Shares, Cash Consideration and Notes Consideration are hereinafter sometimes collectively referred to as the "Merger Consideration". The Merger Consideration shall be allocated among the persons or any entities holding shares of Company Common Stock to which Section 1.02(c) applies as set forth in Schedule A attached hereto. Notwithstanding the FirstMerit Subsidiaries foregoing: (as defined below), in each case other than in i) the Cash Consideration and principal amount of Notes Consideration that a fiduciary capacity or holder of Company Common Stock would otherwise be entitled to receive as a result of debts previously contracted the Merger shall be rounded up to the nearest whole dollar ("Treasury Shares") $1.00), and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and no fractional shares of NHTC Common Stock shall be converted into and become issued in the right Merger and, instead, all fractional shares of NHTC Common Stock that a holder of Company Common Stock would otherwise be entitled to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and the Merger shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal rounded up to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stocknext whole share."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger Merger, and without any action on the part of Parent, Merger Sub, Company or the holders of any party or shareholder: of the following securities: (a) each Each share of the Signal common stockSeries A Convertible Preferred Stock, $1 0.01 par value per share share, of Company (the "Signal Common StockCOMPANY SERIES A STOCK"), ) issued and outstanding immediately prior to before the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Time, and all rights in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))respect thereof, shall shall, forthwith cease to be outstanding exist and shall be converted into and become exchangeable for (i) the right Series A Cash Amount plus (ii) that number of shares of Parent Common Stock equal to receive 1.32 (subject to adjustment pursuant to Sections 2.5 a fraction, the numerator of which equals $1.38058 less the Series A Cash Amount and 7.1(h)) the denominator of which shall equal the Average Closing Price (the "SERIES A EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the Pro Rata Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and . (b) each Each share of the Signal 6-1/2% Cumulative Series B Convertible Preferred Stock, Series B, no $0.01 par value per share share, of Company (the "Signal Preferred StockCOMPANY SERIES B STOCK"), ) issued and outstanding immediately prior to before the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Time, and all rights in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares")respect thereof, shall shall, forthwith cease to be outstanding exist and shall be converted into and become exchangeable for (i) the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock"Cash Amount plus (ii) which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Parent Common Stock equal to a fraction, the numerator of which equals $2.60 less the Series B Cash Amount and the denominator of which shall equal the Average Closing Price (the "SERIES B EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the product Pro Rata Exchange Ratio. (c) Each share of Series C Convertible Preferred Stock, $0.01 par value per share, of Company ("COMPANY SERIES C STOCK") issued and outstanding immediately before the Common Exchange Ratio Effective Time, and all rights in respect thereof, shall, forthwith cease to exist and be converted into and become exchangeable for (i) the Series C Cash Amount plus (ii) that number of shares of Signal Parent Common Stock into equal to a fraction, the numerator of which equals $5.05 less the Signal Series C Cash Amount and the denominator of which shall equal the Average Closing Price (the "SERIES C EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the Pro Rata Exchange Ratio. (d) Each share of Series D Convertible Preferred Stock was convertible Stock, $0.01 par value per share, of Company ("COMPANY SERIES D STOCK") issued and outstanding immediately prior to before the Effective Time.. The FirstMerit , and all rights in respect thereof, shall, forthwith cease to exist and be converted into and become exchangeable for (i) the Series D Cash Amount plus (ii) that number of shares of Parent Common Stock equal to a fraction, the numerator of which equals $6.70 less the Series D Cash Amount and FirstMerit Preferred Stock is sometimes collectively referred to herein as the denominator of which shall equal the Average Closing Price (the "FirstMerit Capital SERIES D EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the Pro Rata Exchange Ratio. (e) Each share of Series E Convertible Preferred Stock, $0.01 par value per share, of Company ("COMPANY SERIES E STOCK") issued and outstanding immediately before the Effective Time, and all rights in respect thereof, shall, forthwith cease to exist and be converted into and become exchangeable for (i) the Series E Cash Amount plus (ii) that number of shares of Parent Common Stock equal to a fraction, the numerator of which equals $3.55 less the Series E Cash Amount and the denominator of which shall equal the Average Closing Price (the "SERIES E EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the Pro Rata Exchange Ratio. (f) Each share of Common Stock, $0.01 par value per share, of Company ("COMPANY COMMON STOCK") issued and outstanding immediately before the Effective Time, and all rights in respect thereof, shall, forthwith cease to exist and be converted into and become exchangeable for (i) the Average Common Cash Amount plus (ii) that number of shares of Parent Common Stock equal to a fraction, the numerator of which is the Average Common Stock Amount and the denominator of which shall equal the Average Closing Price (the "COMMON EXCHANGE RATIO") plus (iii) that number of shares of Parent Common Stock equal to the Pro Rata Exchange Ratio.

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof, the shares of the constituent corporations shall be converted as follows: (a) each Each share of the Signal common stock, $1 par value per share (the "Signal CSBI Common Stock"), Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (excluding b) Subject to adjustment as outlined below and as set forth in Section 3.4 of this Agreement, the election rights set forth in Section 3.2 of this Agreement, the allocation provisions set forth in Section 3.3 of this Agreement and the conditions set forth herein, each share of Xxxxxxx Common Stock issued and outstanding at the Effective Time shall be converted into .8874 shares (the "Exchange Ratio") of CSBI Common Stock (the "Per Share Stock Consideration"), provided, however, that if (i) the Valuation Period Market Value of CSBI Common -------- ------- Stock is less than $24.00 per share, then the Exchange Ratio shall be increased by an amount equal to the product of (A) the Exchange Ratio multiplied by (B) the quotient of the difference between $24.00 less the Valuation Period Market Value divided by the Valuation Period Market Value or (ii) the Valuation Period Market Value of CSBI Common Stock is greater than $27.00 per share, then the Exchange Ratio shall be decreased by an amount equal to the product of (A) the Exchange Ratio multiplied by (B) the quotient of the difference between the Valuation Period Market Value less $27.00, divided by the Valuation Period Market Value. (c) Subject to adjustment as outlined above and as set forth in Section 3.4 of this Agreement, the election rights set forth in Section 3.2 of this Agreement, the allocation provisions set forth in Section 3.3 of this Agreement and the conditions set forth herein, each share of Xxxxxxx Common Stock (excluding shares held by Signal CSBI or any of the Signal its Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Xxxxxxx, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"contracted) issued and (ii) Dissenting Shares (as defined below)), outstanding at the Effective Time shall cease to be outstanding and shall be converted into and become exchanged for the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Per Share Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockConsideration."

Conversion of Shares. Subject to the provisions As of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof: (a) each All shares of any class of capital stock of the Company held by the Company as treasury shares shall be canceled. (b) Each issued and outstanding share of the Signal common stockCommon Stock, $1 no par value per share, of the Company (the "Company Common Stock"), and each -------------------- issued and outstanding share of Series A Preferred Stock, no par value per share, of the Company (the "Company Preferred Stock," and together with the ----------------------- Company Common Stock, the "Company Capital Stock"), other than shares to be --------------------- cancelled as provided in Section 1.7.1(a) and Dissenting Shares (as defined in Section 1.7.1(f)), shall be converted into the right to receive from WatchGuard a number of shares of WatchGuard Common Stock, par value $.001 per share (the "Signal WatchGuard Common Stock"), equal to the quotient obtained by dividing (i) the ----------------------- Merger Consideration (as defined below) by (ii) the Fully Diluted Common Stock Number (as defined below), rounded to ten decimal points. The quotient so derived shall be referred to herein as the "Exchange Ratio." The "Merger -------------- ------ Consideration" shall mean the total number of shares of WatchGuard Common Stock ------------- to be issued and in the Merger, which shall be equal to $70 million (less any adjustments pursuant to Section 7.2) divided by the average of the closing prices of WatchGuard Common Stock, as reported on the Nasdaq National Market, for each of the ten trading days in the ten-trading-day period ending on the date that is three trading days prior to the Closing Date (the "Base Price"). ---------- The "Fully Diluted Common Stock Number" shall mean the total number of shares of --------------------------------- Company Common Stock outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than shares to be cancelled in accordance with Section 1.7.1(a)) on a fiduciary capacity fully diluted basis, including (y) the exercise of all outstanding rights, warrants and vested options to acquire Company Common Stock, and one-half of all outstanding unvested options to acquire Company Common Stock, regardless of restrictions on exercise or as a result conversion and (z) the conversion of debts previously contracted all outstanding securities ("Treasury Shares"including, without limitation, the Company Preferred Stock) and notes convertible at any time into Company Common Stock (such rights, warrants, notes, options (whether vested or unvested) and convertible securities referenced in clauses (y) and (iiz) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively being referred to herein as the "FirstMerit Capital Stock.Stock Purchase -------------- Rights"

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock, $1 .0001 par value per share share, of the Company (the "Signal Common StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Common Shares owned beneficially by the Buyer or as a result of debts previously contracted ("Treasury Shares") and (ii) the Transitory Subsidiary, Dissenting Shares (as defined below)), shall cease to be outstanding ) and Common Shares held in the Company's treasury) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)the provisions of Section 1.10) (the "Common Exchange Ratio") such number of shares of common stock, no $0.01 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Buyer ("Buyer Common Stock") as is equal to the FirstMerit Rights Plan Common Conversion Ratio (as defined herein) ("FirstMerit Common Stock"below); and . (b) each share The "Common Conversion Ratio" shall be the result obtained by dividing (i) the Adjusted Purchase Price (as defined below) by (ii) the number of outstanding Common Shares immediately prior to the Effective Time, plus the number of Common Shares subject to Options (as defined below) which remain outstanding but unexercised as of the Signal 6-1/2% Cumulative Convertible Preferred StockEffective Time, Series B, no par value per share and dividing such amount by (iii) $10.00. The "Adjusted Purchase Price" shall be equal to $35,500,000 (the "Signal Preferred StockPurchase Price"), issued and outstanding . Stockholders of record of the Company immediately prior to the Effective Time (excluding shares held by Signal or any "Company Stockholders") shall be entitled to receive immediately 90% of the Signal Subsidiaries shares of Buyer Common Stock into which their Common Shares were converted pursuant to this Section 1.5 (as defined below) or by FirstMerit or any the "Initial Shares"); the remaining 10% of the FirstMerit Subsidiaries shares of Buyer Common Stock into which their Common Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted (the "Treasury Escrow Shares"), shall cease be deposited in escrow pursuant to be outstanding Section 1.10 and shall be converted into held and become disposed of in accordance with the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio Escrow Agreement. The Initial Shares and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively Escrow Shares shall together be referred to herein as the "FirstMerit Capital StockMerger Shares."

Conversion of Shares. (a) At the Effective Time, each share of common stock, par value $.001 per share, of Acquisition outstanding immediately prior to the Effective Time shall be converted in the Merger into one share of common stock, par value $.01 per share, of the Surviving Corporation. (b) Subject to the provisions of this AgreementSection 2.5(d) hereof, at the Effective Time, automatically by virtue shares of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stock, $1 par value $.01 per share of SES (the "Signal Common StockSES COMMON STOCK"), that are issued and outstanding immediately prior to the Effective Time (excluding (i) shares held will, by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or any Merger and at the Effective Time, and without further action on the part of the FirstMerit Subsidiaries (as defined below)holders thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") an aggregate number of shares of common stock, no par value, value $.0001 per share of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) IVG ("FirstMerit IVG COMMON STOCK") equal to (i) 25% of the number of shares of IVG Common StockStock outstanding immediately prior to the Closing (the "INITIAL SHARES"); , plus (ii) the number of additional shares, if any, to which the former holders of SES Common Stock become entitled pursuant to Section 2.6 hereof (the "EARN-OUT SHARES"). The Initial Shares and the Earn-out Shares (bif any) are collectively referred to herein as the "MERGER SHARES"). For example, if there were 50 million shares of IVG Common Stock outstanding immediately prior to Closing, the Initial Shares would consist of 12.5 million shares. Each holder of a certificate (a "CERTIFICATE") at the Effective Time representing any shares of SES Common Stock shall thereafter cease to have any rights with respect to such shares, except the right to receive upon the surrender of such Certificate, without interest, the IVG Common Stock and cash (in lieu of fractional shares) into which the shares represented by such Certificate have been converted in accordance with this Agreement. (c) Each share of SES Common Stock that is held by SES as treasury stock at the Effective Time shall be canceled and retired and no shares of IVG Common Stock shall be delivered or paid in exchange therefor. (d) At the Effective Time, each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and A preferred stock of SES outstanding immediately prior to the Effective Time (excluding shares held by Signal or any shall continue to be an identical share of Series A preferred stock of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockSurviving Corporation."

Conversion of Shares. Subject to the provisions of this AgreementArticle 3, -------------------- at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof, the shares of PURCHASER and TARGET shall be converted as follows: (a) each Each share of the Signal common stock, $1 par value per share (the "Signal PURCHASER Common Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of shall remain issued and outstanding from and after the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and Effective Time. (b) each Each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and TARGET Common Stock outstanding immediately prior to the Effective Time, other than shares with respect to which statutory dissenters' rights have been perfected (the "Dissenting Shares") and shares held in TARGET'S treasury which shall be cancelled without consideration at the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Outstanding TARGET Shares"), shall cease to be outstanding and shall automatically be converted at the Effective Time into and become the right to receive one share whole shares of FirstMerit 6-1/2% Cumulative Convertible Preferred PURCHASER Common Stock, Series plus cash in lieu of fractional shares pursuant to subparagraph (c) below, if applicable, in an amount equal to (i) (A) 2.0 times the lesser of (1) 0.08 times the total assets of TARGET or (2) the Total Equity of TARGET plus, (B) 1.0 times the amount, no par value per if any, by which the Total Equity of ---- TARGET exceeds 0.08 times the total assets of TARGET, based on the average of the total assets of TARGET as of the close of business for each of the sixty (60) calendar days immediately preceding the Closing Date, (ii) divided by the aggregate number of Outstanding TARGET Shares (the "Merger Consideration"). In accordance with the provisions of this Section 3.1, each TARGET shareholder who does not dissent shall receive the number of shares, or such fractions of a share (subject to paragraph (b) below), of PURCHASER Common Stock which shall be equal to the (i) Merger Consideration divided by the Base Period Trading Price (the "FirstMerit Series B Preferred StockExchange Ratio"), (ii) which preferred stock shall contain terms substantially identical to that multiplied by the aggregate number of Outstanding TARGET Shares such shareholder holds as of the Signal Preferred Stock and be convertible into a number Effective Time. (c) Notwithstanding any other provision of this Agreement, each holder of shares of FirstMerit TARGET Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of PURCHASER Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of PURCHASER Common Stock multiplied by the product Base Period Trading Price. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (d) Each share of the Common Exchange Ratio and the number of shares of Signal TARGET Common Stock into which that is not an Outstanding TARGET Share as of the Signal Preferred Stock was convertible immediately Effective Time shall be cancelled without consideration therefor. (e) Outstanding TARGET Shares held by TARGET shareholders who, prior to the Effective Time.. The FirstMerit , have met the requirements of Article 13 of the GBCC with respect to shareholders dissenting from the Merger ("Dissenting TARGET Shareholders") shall not be converted in the Merger, but all such shares shall be cancelled and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Outstanding TARGET Shares in accordance with Article 13 of the GBCC, such shares held by such shareholder shall, upon the happening of that event, be treated the same as all other holders of TARGET Common Stock and FirstMerit Preferred Stock is sometimes collectively referred who have not dissented as to herein as the "FirstMerit Capital StockMerger."

Conversion of Shares. Subject to (a) At the provisions Effective Time: (i) each share of this AgreementCommon Stock, par value $0.01 per share, of Watsxx Sub outstanding at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof, shall be converted into and exchanged for one share of Common Stock, par value $0.01 per share, of the Surviving Corporation; and (aii) each share of the Signal common stockCommon Stock, $1 0.01 par value per share share, of the Company (the "Signal Company Common Stock"), issued and ) outstanding immediately prior to at the Effective Time (excluding (i) shares held Time, by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and without any action on the part of the FirstMerit Subsidiaries holders thereof, except as otherwise provided in Section 1.4(c) hereof, shall be converted into the right to receive the following portion of a share of Watsxx Xxxmon Stock (as defined below)the "Exchange Ratio"): Twelve (12) divided by the Average Closing Price; provided, in each case other however, that the Exchange Ratio shall not be greater than in a fiduciary capacity or as 0.29589 nor less than 0.2663. (b) As a result of debts previously contracted ("Treasury Shares") the Merger and (ii) Dissenting Shares (as defined below))without any action on the part of the holder thereof, at the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be converted into canceled and become retired and shall cease to exist, and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except for the right to receive 1.32 receive, without interest, the consideration set forth in this Section 1.4 and cash for fractional shares of Watsxx Xxxmon Stock in accordance with Section 1.6 of this Agreement upon the surrender of a certificate (subject each, a "Certificate") representing such shares of Company Common Stock in accordance with the provisions of this Article I. (c) Each share of Company Common Stock held by the Company as treasury stock or owned by Watsxx xx any Subsidiary (as defined in Section 1.4(d) of this Agreement) of Watsxx xx the Effective Time shall be canceled, and no payment shall be made with respect thereto. (d) For purposes of this Agreement, (i) the term "Average Closing Price" shall mean the average of the per share last daily closing price of Watsxx Xxxmon Stock as quoted on the New York Stock Exchange ("NYSE") (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) during the ten (10) consecutive trading days ending on the second trading day immediately preceding the Closing Date; (ii) the word "Subsidiary" when used with respect to adjustment pursuant any Person means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least fifty percent (50%) of the securities or other interests having by their terms ordinary voting power to Sections 2.5 elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and 7.1(h)warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the periods during which such former Subsidiary was a Subsidiary of such Person; and (iii) the word "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common StockAct"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stockforegoing."

Conversion of Shares. Subject to the provisions of this AgreementSection 1.7, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholderStockholder of the Company, the Cash Consideration (as defined in Section 1.5(c)), less the Indemnification Escrow Amount, shall be paid to the Stockholders' Agent for subsequent distribution as follows: (a) to each share of the Signal common stockPreferred Stock Series D, $1 par value per share $0.001 (the "Signal Common StockSeries D"), issued Preferred Stock Series C, par value $0.001 ("Series C"), Preferred Stock Series B, par value $0.001 ("Series B") and Preferred Stock Series A, par value $0.001 ("Series A"; all of the preferred series of stock collectively, the "Preferred Stock") of the Company outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or Time, in pari passu, an amount equal to the corresponding purchase price of such Preferred Stock, as set forth in Exhibit 1.3(b), then; if any balance of the Signal Subsidiaries (as defined below) or by FirstMerit or any Cash Consideration remains, to each share of the FirstMerit Subsidiaries (as defined below)outstanding common stock, in each case other than in a fiduciary capacity or as a result of debts previously contracted par value $0.001 ("Treasury SharesCommon Stock") and each share of the series of the Preferred Stock on an as converted basis (iiboth Preferred Stock and Common Stock, collectively "Capital Stock"), as set forth in Exhibit 1.3(b), until each series of the Preferred Stock receives an amount equal to three times (3x) Dissenting Shares their corresponding purchase price, and thereafter; if any balance of the Cash Consideration remains, to each share of Common Stock equally until the Cash Consideration is completely distributed, in accordance with Exhibit 1.3(b). [Intentionally left blank.] The total cash consideration is Net Cash as of February 22, 2002 (as defined belowadjusted pursuant to Section 1.5(d)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 plus Six Million Five Hundred Fifty Thousand Dollars (subject to adjustment pursuant to Sections 2.5 and 7.1(h)$6,550,000) (the "Common Exchange RatioCash Consideration"). The Cash Consideration paid by Parent shall be reduced by (A) shares of common stock, no par value, of FirstMerit, including an amount equal to the associated rights attached thereto under the FirstMerit Rights Plan Net Cash Reduction (as defined hereinin Section 1.5(e)(i)) if the Company's Net Cash is less than Six Million Four Hundred Thousand Dollars ("FirstMerit Common Stock"); and (b$6,400,000) each share as of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time and (excluding shares held by Signal or any of B) an amount equal to the Signal Subsidiaries Consideration Adjustment (as defined belowin Section 1.5(e)(iii)) or by FirstMerit or any of if the FirstMerit Subsidiaries Closing Price (as defined belowin Section 1.5(e)(iv), ) is less than the Parent's Threshold Price (as defined in each case other than in a fiduciary capacity or as a result Section 1.5(e)(v)). For the purposes of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."this Agreement:

Conversion of Shares. (a) Subject to the provisions of this AgreementSections 1.5(c), 1.8(b), 1.9 and 10, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: stockholder of the Company: (ai) each share of the Signal common stockSeries A Convertible Redeemable Stock, $1 par value $0.01 per share share, of the Company (the "Signal Common “Company Preferred Stock"), issued and ”) outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject A) an amount in cash equal to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares sum of common stock, no par value, 84.5% of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Preference Per Share Amount (as defined hereinin Section 1.5(b)) plus 84.5% of the Residual Per Share Amount (as defined in Section 1.5(b)), (B) any disbursements required to be made from the Escrow Fund with respect to such share of Company Preferred Stock to the former holder thereof in accordance with Section 10.7 (as and when such disbursements are required to be made), and (C) any payment required to be made with respect to such share of Company Preferred Stock to the former holder thereof in accordance with Section 1.6(c) ("FirstMerit Common Stock"as and when such payment is required to be made); and (b) each share provided, however, that if a holder of Company Preferred Stock delivers to Parent, at least 15 business days prior to the Closing Date, a duly executed Stock Election Agreement in the form of Exhibit C pursuant to which such holder irrevocably elects to receive, in lieu of a portion of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"cash that would otherwise be payable to such holder pursuant to Section 1.5(a)(i)(A), issued shares of Parent Common Stock having a dollar value (based on the Average Parent Stock Price) equal to a designated percentage, not to exceed 20%, of the sum of the cash consideration that would otherwise be payable to such holder pursuant to Section 1.5(a)(i)(A) and outstanding the dollar amount to be contributed to the Escrow Fund with respect to the shares of Company Preferred Stock held by such holder immediately prior to the Effective Time pursuant to Section 1.5(c) (excluding shares such designated percentage, as set forth in the Stock Election Agreement executed on behalf of such holder, being referred to as such holder’s “Stock Election Percentage”), then each share of Company Preferred Stock held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible such holder immediately prior to the Effective Time.. The FirstMerit Time shall instead be converted into the right to receive (I) the fraction of a share of Parent Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."having a numerator determined by multiplying the

Conversion of Shares. (a) Subject to the provisions of this AgreementSection 2.8(c), at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: Shareholder: (ai) each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), issued and Stock outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Applicable Fraction" (as defined hereinin Section 2.5(b)) of a share of the common stock (par value $.01 per share) of Parent ("FirstMerit Common StockPARENT COMMON STOCK"); and and (bii) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no common stock (par value $.01 per share (the "Signal Preferred Stock"), issued and share) of Merger Sub outstanding immediately prior to the Effective Time (excluding shares held by Signal or any shall be converted into one share of common stock of the Signal Subsidiaries Surviving Corporation. (b) For purposes of this Agreement: (i) the "APPLICABLE FRACTION" shall be calculated by dividing the Net Merger Shares (as defined below) or by FirstMerit or any the aggregate number of outstanding shares of Company Common Stock ; (ii) the FirstMerit Subsidiaries term "TOTAL MERGER SHARES" shall mean 7,530,000 shares of Parent Common Stock; (iii) the term "NET MERGER SHARES" shall mean the Total Merger Shares less the number of Expense Shares (as defined below), in each case other than in a fiduciary capacity or ; and (iv) the term "EXPENSE SHARES" shall mean 800,000 shares of Parent Common Stock awarded as a result transaction fee to the “Expense Share Recipients” incurred by the Company in connection with the transactions contemplated by this Agreement and reflected on the Schedule of debts previously contracted Expenses) by the Stipulated Value ("Treasury Shares"as defined in Section 2.8(c)). (c) The Applicable Fraction shall be adjusted to reflect fully the effect of any stock split, stock dividend (including any dividend or distribution of stock convertible into Parent Common Stock or Company Common Stock), shall cease reorganization, recapitalization or other similar change with respect to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Parent Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal or Company Common Stock into which after the Signal Preferred Stock was convertible immediately date hereof and prior to the Effective Time.. The FirstMerit Common Stock . For the avoidance of doubt, the following table illustrates the allocation of the Net Merger Shares and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."Expense Shares: Xxxxxx, Xxxxxxx 114,286 68.32% 4,597,783 Xxxx, Xxxxx 35,000 20.92% 1,408,068 Xxxx, Xxxxxx 8,714 5.21% 350,569 Xxxxxxx, Xxxxxxx 5,286 3.16% 212,658 Xxxxxx, Xxx 1,429 0.85% 57,489 Xxxxxxx, Xxxx 714 0.43% 28,725 Xxxxx, Xxxxx 714 0.43% 28,725 Xxxxxxxxxx, Xxxxxxxx and Xxxxxxx JTWROS 1,143 0.68% 45,983 Tiercap Holdings, Inc.1 520,000 DWS, Inc.1 280,000 1Transaction Commission Shares – Expense Shares See Section 4.26. Applicable Fraction = 40.2305

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically all of the shares of common stock, no par value, of HOL (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares held in HOL's treasury, which shall be canceled as provided in Section 1.8(c)) shall, by virtue of the Merger and without any action on the part of any party Sub, HOL or shareholder: (a) each share the holder thereof, be converted into and shall become a number of the Signal fully paid and nonassessable shares of common stock, $1 .01 par value per share share, of Parent ("Parent Common Stock") equal to the quotient of (A) the aggregate amount of thirty-one million dollars ($31,000,000) divided by (B) the Parent Common Stock Price (as defined below) (the "Signal Common Stock Merger Consideration"); (1) provided, however, that in the event that, pursuant to such calculation, the Shares would be converted into and would become a number of shares of Parent Common Stock that would be, for equity accounting purposes, in excess of 19.9% of the fully diluted voting stock of Parent (which outstanding voting capital stock shall include, for purposes of this calculation, such shares of Parent Common Stock that would comprise the Common Stock Merger Consideration), then the number of shares of Parent Common Stock that would comprise the Common Stock Merger Consideration shall be reduced by such excess number of shares (such excess number of shares, the "Excess Share Amount") of Parent Common Stock (such remaining share amount, the "Reduced Common Stock Merger Consideration"). In such event, the Shares shall, by virtue of the Merger and without any action on the part of Sub, HOL or the holder thereof, be converted into and shall become a number of fully paid and nonassessable shares of Parent Common Stock equal to the sum of the Reduced Common Stock Merger Consideration plus a number of fully paid and nonassessable shares of Series E Preferred Stock (as defined below) having an aggregate initial liquidation preference equal to the product of (x) the Excess Share Amount multiplied by (y) the Parent Common Stock Price (such number of shares of Series E Preferred Stock, the "Preferred Stock Merger Consideration"); (2) provided, further, however, that in no event shall the Shares be converted into a number of shares of Series E Preferred Stock that would have an aggregate initial liquidation preference in excess of six million dollars ($6,000,000); (3) provided, still further, however, that in the event the number of shares of Series E Preferred Stock that would comprise the Preferred Stock Merger Consideration would have an aggregate initial liquidation preference of one million dollars ($1,000,000) or less (such dollar amount, the "Cash Merger Consideration"), then, at the option of Parent, the Shares shall, by virtue of the Merger and without any action on the part of Sub, HOL or the holder thereof, be converted into and shall become the sum of a number of fully paid and nonassessable shares of Parent Common Stock equal to the Reduced Common Stock Merger Consideration plus the Cash Merger Consideration (such numbers of shares of Parent Common Stock, Series E Preferred Stock (if any) and Cash Merger Consideration (if any) that the Shares are converted into and become, pursuant to this Section 1.8(a)(i), the "Merger Consideration.") (4) provided, still further, however, that in the event that, pursuant to the calculation of the Common Stock Merger Consideration pursuant to this Section 1.8(a)(i), the Shares would be converted into and would become a number of shares of Parent Common Stock that would be equal to or in excess of 20% of the issued and outstanding common stock of Parent or the voting power of Parent immediately prior to the Effective Time (excluding (i) shares held by Signal or any and the aggregate Parent Common Stock Price of the Signal Subsidiaries excess shares would be equal to one million dollars (as defined below$1,000,000) or less, then, at the option of Parent, the Shares shall, by FirstMerit or any virtue of the FirstMerit Subsidiaries (as defined below)Merger and without any action on the part of Sub, in each case other than in a fiduciary capacity HOL or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))the holder thereof, shall cease to be outstanding and shall be converted into and shall become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 sum of a number of fully paid and 7.1(h)) (the "Common Exchange Ratio") nonassessable shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Parent Common Stock"); and (b) each share Stock equal to 19.9% of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding common stock of Parent or the voting power of Parent immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), plus an amount in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock cash equal to the product of the Common Exchange Ratio and (x) the number of excess shares multiplied by (y) the Parent Common Stock Price. (5) For purposes of this Agreement, "Series E Preferred Stock" means that series of preferred stock with such terms as are set forth on Exhibit F hereto and such other terms as are mutually acceptable to the parties hereto. Unless the context otherwise requires, each reference in this Agreement to shares of Signal Parent Common Stock into which shall include the Signal Preferred Stock was convertible immediately prior to associated Parent Rights. Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time.. The FirstMerit , the outstanding shares of Parent Common Stock and FirstMerit Preferred or the Shares shall have been changed into a different number of shares or a different class of capital stock or other securities or property of Parent or any other person by reason of any stock dividend, other distribution, subdivision, reclassification, recapitalization, split, combination or exchange of shares of Parent Common Stock is sometimes collectively referred (whether by merger or consolidation, sale of all or substantially all of Parent's assets, spin-off or another business combination), then the Merger Consideration contemplated by this Agreement shall be correspondingly adjusted to herein as the "FirstMerit Capital Stockreflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party stockholder of the Company or shareholder: Merger Sub: (ai) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding shall be converted into the right to receive a number (which may be less than one) of Parent Subordinate Voting Shares equal to the Share Exchange Ratio; (iv) each share of the Signal common stock, $1 0.01 par value per share, of Merger Sub then outstanding shall remain outstanding; (v) each share of Series A Preferred then outstanding (other than Dissenting Shares and other than shares for which a valid Stock Election has been made) shall be converted into the "Signal right to receive an amount in cash equal to $52.50, plus an amount equal to the dividends accrued and unpaid on such share of Series A Preferred to the date on which the Effective Time occurs; (vi) each share of Series B Preferred then outstanding (other than Dissenting Shares and other than shares for which a valid Stock Election has been made) shall be converted into the right to receive an amount in cash equal to $52.50, plus an amount equal to the dividends accrued and unpaid on such share of Series B Preferred to the date on which the Effective Time occurs; (vii) each share of Series A Preferred then outstanding for which a valid Stock Election has been made (other than Dissenting Shares) shall be converted into the right to receive a number (which may be less than one) of Parent Subordinate Voting Shares equal to the product of (x) the number of shares of Company Common Stock"), issued and outstanding Stock into which a share of Series A Preferred is convertible immediately prior to the Effective Time (excluding (i) shares held by Signal or any pursuant to the terms of the Signal Subsidiaries Preferred Governing Documents and (as defined belowy) or by FirstMerit or any the Share Exchange Ratio; and (viii) each share of the FirstMerit Subsidiaries Series B Preferred then outstanding for which a valid Stock Election has been made (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Dissenting Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject a) an amount in cash equal to adjustment pursuant $2.25 or, at the election of the Company (as directed in writing by Parent), a number (which may be less than one) of Parent Subordinate Voting Shares equal to Sections 2.5 and 7.1(h)the product of (1) (the "Common Exchange Ratio") number of shares of common stock, no par value, Company Common Stock issuable in satisfaction of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Optional Make Whole Payment (as defined hereinin the Preferred Governing Documents) under the Preferred Governing Documents and ("FirstMerit Common Stock"); 2) the Share Exchange Ratio and (b) each a number (which may be less than one) of Parent Subordinate Voting Shares equal to the product of (A) the number of shares of Company Common Stock into which a share of the Signal 6-1/2% Cumulative Convertible Series B Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding is convertible immediately prior to the Effective Time (excluding shares held by Signal or any pursuant to the terms of the Signal Subsidiaries Preferred Governing Documents and (as defined belowB) or by FirstMerit or any the Share Exchange Ratio. (b) If, between the date of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding this Agreement and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit , the outstanding shares of Company Common Stock or the outstanding Parent Subordinate Voting Shares are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Share Exchange Ratio shall be appropriately adjusted. (c) No fractional Parent Subordinate Voting Shares shall be issued in connection with the Merger, and FirstMerit Preferred no certificates or scrip for any such fractional shares shall be issued. Any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a Parent Subordinate Voting Share (after aggregating all fractional Parent Subordinate Voting Shares issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder’s Company Stock is sometimes collectively referred Certificate(s), be paid in cash the dollar amount (rounded to herein as the "FirstMerit Capital Stocknearest whole cent), without interest, determined by multiplying such fraction by the closing price of a Parent Subordinate Voting Share on The New York Stock Exchange on the date the Merger becomes effective."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each share of the Signal common stockEach Series D-1 Non-Redeemable Share, $1 par value per share (the "Signal Common Stock")or fraction thereof, issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Series D-1 Non-Redeemable Shares owned beneficially by the Buyer or as a result of debts previously contracted ("Treasury Shares") and (ii) the Transitory Subsidiary, Dissenting Shares (as defined below)), shall cease to be outstanding and Series D-1 Non-Redeemable Shares held in the Company’s treasury) shall be converted into and become represent the right to receive 1.32 (subject to, and payable in accordance with, the provisions of Section 1.8) an amount in cash, on the basis of each whole share, equal to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and $1.00. (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred StockEach Series D-2 Redeemable Participating Share, Series B, no par value per share (the "Signal Preferred Stock")or fraction thereof, issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than Series D-2 Redeemable Participating Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series D-2 Redeemable Participating Shares held in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and the Company’s treasury) shall be converted into and become represent the right to receive one share (subject to, and payable in accordance with, the provisions of FirstMerit 6-1/2% Cumulative Convertible Preferred StockSections 1.6, Series B1.8, no par value per share ("FirstMerit Series B Preferred Stock"1.10 and 1.11) which preferred stock shall contain terms substantially identical to that an amount in cash, on the basis of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock each whole share, equal to the product sum of (i) the Common Exchange Ratio Per Share Participating Initial Consideration; (ii) the Per Share Participating Earn-Out Consideration; (iii) the Per Share Positive Closing Net Surplus, if any; (iv) the Per Share Escrow Fund Interest, when and if payable; (v) the number of shares of Signal Common Stock into which Per Share Special Escrow Fund Interest, when and if payable, in each case without any interest thereon; and (vi) the Signal Preferred Stock was convertible Per Share Representative Expense Amount Surplus, if any. (c) Each Series C-1 Non-Redeemable Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time.. Time (other than Series C-1 Non-Redeemable Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series C-1 Non-Redeemable Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Section 1.8) an amount in cash, on the basis of each whole share, equal to $1.75. (d) Each Series C-2 Redeemable Participating Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time (other than Series C-2 Redeemable Participating Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series C-2 Redeemable Participating Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Sections 1.6, 1.8, 1.10 and 1.11) an amount in cash, on the basis of each whole share, equal to the sum of (i) the Per Share Participating Initial Consideration; (ii) the Per Share Participating Earn-Out Consideration; (iii) the Per Share Positive Closing Net Surplus, if any; (iv) the Per Share Escrow Fund Interest, when and if payable; (v) the Per Share Special Escrow Fund Interest, when and if payable, in each case without any interest thereon; and (vi) the Per Share Representative Expense Amount Surplus, if any. (e) Each Series B-1 Non-Redeemable Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time (other than Series B-1 Non-Redeemable Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series B-1 Non-Redeemable Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Section 1.8) an amount in cash, on the basis of each whole share, equal to $1.01. (f) Each Series B-2 Redeemable Participating Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time (other than Series B-2 Redeemable Participating Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series B-2 Redeemable Participating Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Sections 1.6, 1.8, 1.10 and 1.11) an amount in cash, on the basis of each whole share, equal to the sum of (i) the Per Share Participating Initial Consideration; (ii) the Per Share Participating Earn-Out Consideration; (iii) the Per Share Positive Closing Net Surplus, if any; (iv) the Per Share Escrow Fund Interest, when and if payable; (v) the Per Share Special Escrow Fund Interest, when and if payable, in each case without any interest thereon; and (vi) the Per Share Representative Expense Amount Surplus, if any. (g) Each Series A-1 Non-Redeemable Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time (other than Series A-1 Non-Redeemable Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series A-1 Non-Redeemable Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Section 1.8) an amount in cash, on the basis of each whole share, equal to $0.40. (h) Each Series A-2 Redeemable Participating Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time (other than Series A-2 Redeemable Participating Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series A-2 Redeemable Participating Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Sections 1.6, 1.8, 1.10 and 1.11) an amount in cash, on the basis of each whole share, equal to the sum of (i) the Per Share Participating Initial Consideration; (ii) the Per Share Participating Earn-Out Consideration; (iii) the Per Share Positive Closing Net Surplus, if any; (iv) the Per Share Escrow Fund Interest, when and if payable; (v) the Per Share Special Escrow Fund Interest, when and if payable, in each case without any interest thereon; and (vi) the Per Share Representative Expense Amount Surplus, if any. (i) Each Common Share, or fraction thereof, issued and outstanding immediately prior to the Effective Time other than Common Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Common Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to, and payable in accordance with, the provisions of Sections 1.6, 1.8, 1.10 and 1.11) an amount in cash, on the basis of each whole share, equal to (i) the Per Share Participating Initial Consideration; (ii) the Per Share Participating Earn-Out Consideration; (iii) the Per Share Positive Closing Net Surplus, if any; (iv) the Per Share Escrow Fund Interest; when and if payable; (v) the Per Share Special Escrow Fund Interest, when and if payable, in each case, without any interest thereon; and (vi) the Per Share Representative Expense Amount Surplus, if any. (j) The FirstMerit Common Stock Company has prepared Schedule I attached hereto as a preliminary summary of the allocation of the aggregate Initial Merger Consideration, the Initial Option Consideration, the Initial Escrow Fund and FirstMerit Preferred Stock is sometimes collectively referred the Initial Special Escrow Fund. The Parties acknowledge and agree that the Company and the Buyer will jointly amend Schedule I as of the Effective Time to herein as reflect such amounts based on (i) the "FirstMerit Capital StockCompany Participating Equity Equivalents and the Total Equity outstanding immediately prior to the Effective Time and (ii) the calculation of the Net Total Consideration after giving effect to the items specified in the Total Consideration." (k) Each Company Share held in the Company’s treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor. (l) Each share of common stock, $0.01 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation.

Conversion of Shares. Subject to the provisions terms and conditions of this AgreementMerger Agreement including, Sections 2.05, 2.07, 2.11 and Article VIII, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Seller or any party or shareholder: Stockholder of the Seller: (a) each share of Seller Capital Stock issued and outstanding immediately prior to the Signal common stockEffective Time (other than treasury shares and Dissenting Shares, if any) shall become and be converted into the right to receive, in the following order of priority to the extent the Net Initial Merger Consideration, Post-Closing Adjustment Amount, Remaining Representative Fund and Escrow Amount are payable pursuant to the terms of this Merger Agreement (the “Available Distributable Amount”), payable at the time set forth in Section 2.02 above, an amount of cash, without interest, determined as follows (the applicable amount with respect to each class of Seller Capital Stock being referred to as the “Per Share Amount”): (1) first, each share of Class A Preferred Stock, $1 0.0001 par value per share share, of the Seller (the "Signal Common “Class A Preferred Stock"”), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be automatically converted into and become the right to receive 1.32 (subject an amount in cash equal to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value $3.50 per share (the "Signal “Class A Liquidation Preference”); provided, however, that the Class A Liquidation Preference shall not exceed in the aggregate the amount of $16,650,786.25; then (2) second, each share of Class B Preferred Stock", $0.0001 par value per share, of the Seller (the “Class B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be automatically converted into and become the right to receive one an amount in cash equal to $2.50 per share (the “Class B Liquidation Preference”); provided, however, that the Class B Liquidation Preference shall not exceed in the aggregate the amount of $13,871,087.50; then (3) third, each share of FirstMerit 6-1/2% Cumulative Convertible Class C Preferred Stock, Series B, no $0.0001 par value per share share, of the Seller ("FirstMerit Series B the “Class C Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock ”), issued and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible outstanding immediately prior to the Effective Time.. The FirstMerit Time shall be automatically converted into the right to receive in cash a prorated portion of the aggregate amount of $15,470,200, plus any dividends that are accrued and unpaid on such shares of Class C Preferred Stock pursuant to Section (a)(E.)(b)(i) of Article Fourth of the Seller’s Certificate of Incorporation (the “Class C Liquidation Preference”); then (4) fourth, (i) on a pro rata basis, each share of Seller Common Stock issued and FirstMerit outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Per Share Common Stock Non-Preference Consideration, (ii) on a pro rata basis, in addition to the amount set forth in Section 2.03(a)(1) above, each share of Class A Preferred Stock is sometimes collectively referred issued and outstanding immediately prior to herein as the "FirstMerit Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Per Share Class A Non-Preference Consideration, and (iii) on a pro rata basis, in addition to the amount set forth in Section 2.03(a)(2) above, each share of Class B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Per Share Class B Non-Preference Consideration. Notwithstanding the foregoing, if any portion of the Merger Consideration available for distribution among the holders of a class of the Seller Capital StockStock shall be insufficient to make payment in full to the holders of such class pursuant to the above provisions of this Section 2.03(a), then the entire amount available for distribution among the class shall be distributed ratably among the holders of such class in proportion to the full respective distributive amount to which they are entitled pursuant to this Section 2.03(a). For purposes of this paragraph, holders of Seller Stock Options entitled to payment pursuant to Section 2.12(c) below shall be paid the amounts to which they are so entitled ratably with the holders of the Seller Common Stock provided, however, that the amount, payable to any particular holder of Seller Stock Options shall not be so ratably paid until subsequent to distributions that would be sufficient to pay the amount described in clause (i)(B) of Section 2.12(b) below."

Conversion of Shares. Subject (a) Each issued and outstanding share of Company Common Stock immediately prior to the provisions Effective Time (other than shares of this AgreementCompany Common Stock to be cancelled as set forth in Section 2.6(b) and 2.6(c)) shall, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stockholder thereof, be converted into, exchanged for and represent the right to receive an amount equal to $1 par value 15.00 per share Share (the "Signal Common StockPer Share Amount") in cash (the "Shares Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner described below, of the certificate that formerly evidenced such Share. (b) Each Share and Preferred Share (as defined below) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held which is then owned beneficially or of record by Signal Parent or any Subsidiary of Parent shall, by virtue of the Signal Subsidiaries Merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist, without any conversion thereof. (c) Each Share and Preferred Share (as defined below) or held in Company's treasury immediately prior to the Effective Time shall, by FirstMerit or any virtue of the FirstMerit Subsidiaries (as defined below)Merger, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") be cancelled and (ii) Dissenting Shares (as defined below)), shall retired and cease to be exist, without any conversion thereof. (d) Each issued and outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) share of Series D Preferred Stock, par value $.01 per share (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Series D Stock"); and (b) each share of the Signal , Series I 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value $.01 per share (the "Signal Convertible Preferred Stock"), and Series J Special Preferred Stock, par value $.01 per share (the "Special Preferred Stock"), of Company (all such shares of Preferred Stock being hereafter collectively referred to as the "Preferred Shares") immediately prior to the Effective Time (other than the Preferred Shares to be cancelled as set forth in Section 2.6(b) and 2.6(c)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive an amount equal to $15.00 per share of the Series D Stock, $251.21 per share of the Convertible Preferred Stock and $109.44 per share of the Special Preferred Stock (all such amounts collectively, the "Preferred Per Share Amount") in cash (the "Preferred Shares Consideration"; the Shares Consideration and the Preferred Shares Consideration collectively, the "Merger Consideration"), payable, without interest, to the holder of such Preferred Share, upon surrender in the manner described above of the certificate that formerly evidenced such Preferred Share. (e) Notwithstanding anything in this Section 2.6 to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time (excluding shares and which are held by Signal or any stockholder of Company who has not voted such shares in favor of the Signal Subsidiaries Merger and who shall have properly exercised its rights of appraisal for such shares in the manner provided by the GCL (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Dissenting Shares"), ) shall cease to be outstanding and shall not be converted into and become or be exchangeable for the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockthe Merger Consideration, Series Bunless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock as the case may be. If such holder shall contain terms substantially identical have so failed to that of the Signal Preferred Stock perfect or shall have effectively withdrawn or lost such right, his shares shall thereupon be deemed to have been converted into and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to have become exchangeable for, at the Effective Time.. The FirstMerit , the right to receive the Merger Consideration, without any interest thereon. Company shall give Parent prompt notice of any Dissenting Shares (and shall also give Parent prompt notice of any withdrawals of such demands for appraisal rights) and Parent shall have the right to direct all negotiations and proceedings with respect to any such demands. Neither Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for appraisal rights. Stockholders of Company who shall have perfected their right of appraisal and not withdrawn or otherwise lost such right of appraisal, shall be entitled to receive payment of the appraised value of the shares of Company Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as held by them in accordance with the "FirstMerit Capital Stockprovisions of Section 262 of the GCL."

Conversion of Shares. (a) Subject to the provisions of this AgreementSections 2.5(c) and 2.6, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Caere, Sub, ViewStar or any shareholder of ViewStar: (i) Each share of ViewStar Common Stock that is issued and outstanding immediately prior to the Effective Time, including without limitation any shares of ViewStar Common Stock issued upon conversion of shares of ViewStar Preferred Stock effective on or before the Closing, will by virtue of the Merger and at the Effective Time, and without any further action on the part of any party or shareholder: holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Caere Common Stock, equal to the Applicable Fraction at the Effective Time. (aii) each share of the Signal common stock, $1 par value per Each share (the "Signal Common Stock"), if any) of Series A Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time (excluding (i) shares held will by Signal or any virtue of the Signal Subsidiaries (Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Caere Common Stock, equal to the Applicable Series A Fraction, as defined below. (iii) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per Each share (the "Signal if any) of Series B Preferred Stock"), Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time (excluding shares held will by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and at the Effective Time, and without any further action on the part of the FirstMerit Subsidiaries (as defined below)any holder thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit validly issued, fully paid and nonassessable Caere Common Stock Stock, equal to the product Applicable Series B Fraction, as defined below. (iv) Each share (if any) of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Series C Preferred Stock was convertible that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time.. The FirstMerit Common Stock , and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."without any further action on the

Conversion of Shares. Subject to The basis and manner of converting shares of MergerCo and HSE at the provisions time of this Agreement, at the Merger shall be as follows: A. At the Effective Time, automatically by virtue of the Merger and without any action on the part of the holder of any party or shareholder: (a) shares of common stock of MergerCo, each share of issued and outstanding stock of MergerCo, shall be converted into one hundred (100) shares of common stock of the Signal common stock, $1 par value per share Surviving Company (the aggregate number of shares to be issued to each holder will be rounded to the nearest share). The remaining shares of authorized but unissued shares of stock of MergerCo shall, at the Effective Time, be cancelled and shall cease to exist. B. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Series C Incentive Plan Rights granted by HSE pursuant to the 2002 Employee and Director Retention and Incentive Plan, each Series C Incentive Plan Right granted and outstanding, whether or not vested, shall be converted into 0.001888612 shares of common stock of the Surviving Company (the aggregate number of shares to be issued to each holder will be rounded to the nearest share). The 2002 Employee and Director Retention and Incentive Plan shall, at the Effective Time, be terminated and shall cease to exist. C. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Series A Preferred Stock of HSE except as expressly provided herein, each share of issued and outstanding Series A Preferred Stock of HSE, shall be converted into a right to receive, at the election of each holder of Series A Preferred Stock, in accordance with the terms and conditions hereof, either (i) 0.000637168 share of common stock of the Surviving Company ("Signal Common StockSeries A Stock Consideration") (the aggregate number of shares to be issued to each holder will be rounded to the nearest share) or (ii) cash in an amount equal to one dollar ($1.00) divided by the number of shares of Series A Preferred Stock held by such shareholder ("Series A Cash Consideration"), such that if such shareholder elects to receive Series A Cash Consideration the total amount payable to such shareholder shall be $1.00 in exchange for all shares of Series A Preferred Stock held by such shareholder. The remaining shares of authorized but unissued shares of Series A Preferred Stock of HSE shall cease to exist at the Effective Time. D. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Series B Preferred Stock of HSE except as expressly provided herein, each share of issued and outstanding Series B Preferred Stock of HSE, shall be converted into a right to receive, at the elections of the holders of Series B Preferred Stock, in accordance with the terms and conditions hereof, either (i) 0.000637168 share of common stock of the Surviving Company ("Series B Stock Consideration") (the aggregate number of shares to be issued to each holder will be rounded to the nearest share) or (ii) cash in an amount equal to one dollar ($1.00) divided by the number of shares of Series B Preferred Stock held by such shareholder ("Series B Cash Consideration"), such that if such shareholder elects to receive Series B Cash Consideration the total amount payable to such shareholder shall be $1.00 in exchange for all shares of Series B Preferred Stock held by such shareholder. The remaining shares of authorized but unissued shares of Series B Preferred Stock of HSE shall cease to exist at the Effective Time. E. At the Effective Time, by virtue of the Merger and without any action on the part of the Surviving Corporation or the holder of any shares of common stock of HSE, each share of common stock of HSE issued and outstanding immediately prior to the Effective Time (excluding (i) shares held Time, shall be cancelled. F. At the Effective Time, by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and without any action on the part of the FirstMerit Subsidiaries (as defined below)Surviving Corporation or the holder of any warrant, in each case option or other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 purchase any class of capital stock of HSE, each such warrant, option and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); right granted and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible unexercised immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock, shall be cancelled."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (ai) each Each share of Preferred Stock, $0.001 par value per share, of the Signal Company (“Preferred Shares”; and, together with the Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time and not converted into Common Shares at the Effective Time (other than Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares, any Preferred Shares held in the Company’s treasury and any Preferred Shares issued in the name of the Escrow Agent pursuant to Section 1.9) shall be converted into and represent the right to receive a number of shares of Buyer Common Stock equal to (x) the liquidation preference per share, including all accrued dividends thereon, for the applicable class or series to which such Preferred Share belongs divided by (y) the Average Pre-Signing Price. (ii) Ten percent (10%) of the shares of Buyer Common Stock issuable to each former holder of Preferred Shares shall be subject to the Escrow Agreement pursuant to Section 1.3(f) (the “Preferred Escrow Shares”). (iii) Each share of common stock, $1 0.001 par value per share share, of the Company (the "Signal “Common Stock"), Shares”) issued and outstanding immediately prior to the Effective Time (after giving effect to the conversion into Common Shares of all outstanding Preferred Shares that have converted into Common Shares prior to the Closing and excluding (i) shares any Common Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares, Common Shares held by Signal or in the Company’s treasury and any Common Shares issued in the name of the Signal Subsidiaries Escrow Agent pursuant to Section 1.9) shall be converted into and represent the right to receive (as defined belowsubject to the provisions of Section 1.9) or by FirstMerit or any such number of shares of common stock, $0.001 par value per share, of the FirstMerit Subsidiaries Buyer (“Buyer Common Stock”) as is equal to the Basic Common Conversion Ratio (as defined below), (the “Basic Shares”), allocated to the Company Stockholders who are holders of Common Shares immediately prior to the Effective Time (including Common Shares issued upon conversion of Preferred Shares immediately prior to the Effective Time), allocated as follows: (x) 0% of the Basic Shares shall be issued to Xxxxx Xxxxx, Xxx Xxxxx and Xxxxx Xxxxxx and other employees of the Company named on Schedule 1.5(a)(iii) (the “Managing Shareholders”), allocated among them in each case the percentages set forth on Schedule 1.5(a)(iii), and (y) 100% of the Basic Shares shall be issued to the Company Stockholders holding Common Shares other than the Managing Shareholders (the “Non-Managing Shareholders”), allocated on a pro rata basis according to the amount of Common Shares held by each such Non-Managing Shareholder in a fiduciary capacity or as a proportion to the aggregate amount of Common Shares held by all Non-Managing Shareholders. The “Basic Common Conversion Ratio” shall be the result of debts previously contracted obtained by dividing ("Treasury Shares"i) and $500,000 by (ii) Dissenting the number of outstanding Common Shares held by Non-Managing Shareholders immediately prior to the Effective Time (as defined below)after giving effect to the exchange into Common Shares of all outstanding Preferred Shares and Options that have been converted into or exercised for Common Shares prior to the Closing), shall cease and dividing such amount by (iii) the greater of (A) the average of the last reported sale prices per share of the Buyer Common Stock on the NASD OTC Bulletin Board (the “OTCBB”) over the twenty (20) consecutive trading days ending on the trading day that is two (2) trading days prior to be outstanding the date hereof and (B) if the transactions contemplated by this Agreement are publicly disclosed by Buyer prior to the date of this Agreement, the average of the last reported sale prices per share of the Buyer Common Stock on the OTCBB over the twenty (20) consecutive trading days ending on the trading day that is two (2) trading days prior to such public announcement not to exceed $4.50 per share of Buyer Common Stock, subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such twenty-day period and the Effective Time (the “Average Pre-Signing Price”). (iv) Ten percent (10%) of the Basic Shares issuable to each former holder of Common Shares shall be converted into and become the right to receive 1.32 (subject to adjustment the Escrow Agreement pursuant to Sections 2.5 and 7.1(h)Section 1.3(f) (the "Common Exchange Ratio"“Basic Escrow Shares”). (v) shares of common stock, no par value, of FirstMerit, including In addition to the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"Basic Shares issuable pursuant to Section 1.5(a)(iii), those Persons holding Common Shares issued and outstanding immediately prior to the Effective Time (excluding shares other than Common Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares, Common Shares held in the Company’s treasury and any Common Shares issued in the name of the Escrow Agent pursuant to Section 1.9) shall receive, subject to the terms, conditions and restrictions set forth in Schedule 1.5(a)(v), such number of Shares of Buyer Common Stock (the “Subsequent Shares”) as follows: (x) 80% of the Subsequent Shares shall be issued to the Managing Shareholders, allocated as set forth in Schedule 1.5(a)(iii) and (y) 20% of the Subsequent Shares shall be issued to the Non-Managing Shareholders, allocated on a pro rata basis according to the amount of Common Shares held by Signal or any each such Non-Managing Shareholder in proportion to the aggregate amount of Common Shares held by all Non-Managing Shareholders. The Basic Shares and the Subsequent Shares shall together be referred to herein as the “Merger Shares.” (vi) In addition to being subject to the other restrictions on the Subsequent Shares, the first in time to be issued of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Subsequent Shares, in an amount equal to $1,500,000 divided by the Average Pre-Signing Price, issuable to each case other than in a fiduciary capacity or as a result former holder of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and Common Shares shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal subject to the product of Escrow Agreement pursuant to Section 1.3(f) (the Common Exchange Ratio “Subsequent Escrow Shares” and together with the Preferred Escrow Shares and the number of shares of Signal Common Stock into which Basic Escrow Shares, the Signal Preferred Stock was convertible “Escrow Shares”). (vii) Each Company Share held in the Company’s treasury immediately prior to the Effective Time.. The FirstMerit Common Stock , each Company Share owned beneficially by the Buyer or the Transitory Subsidiary and FirstMerit Preferred Stock is sometimes collectively referred any Company Shares issued in the name of the Escrow Agent pursuant to herein as Section 1.9 shall be cancelled and retired without payment of any consideration therefor. (viii) Each share of common stock, $0.001 par value per share, of the "FirstMerit Capital StockTransitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.001 par value per share, of the Surviving Corporation."

Conversion of Shares. (a) Subject to Section 2.3, each share of C-COR Common Stock (as defined herein) issued and outstanding immediately before the provisions Effective Time (excluding those held in the treasury of this AgreementC-COR and those owned by ARRIS, referred to herein as the “Excluded C-COR Shares”) and all rights in respect thereof, shall at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stockholder thereof, $1 par value per share (the "Signal Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall forthwith cease to be outstanding exist and shall be converted into and become exchangeable, at the election of the holder thereof: (i) for each share of C-COR Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.5 (a “Cash Election”), the right to receive 1.32 (subject in cash from ARRIS, without interest, an amount equal to adjustment pursuant to Sections 2.5 and 7.1(h)) $13.75 (the "“Cash Consideration”), (collectively, “Cash Election Shares”); (ii) for each share of C-COR Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Stock with respect to which an election to receive ARRIS Common Stock (as defined herein) has been effectively made and not revoked or lost pursuant to Section 2.5 ("FirstMerit a “Stock Election”), the right to receive from ARRIS a portion of a share of ARRIS Common Stock"Stock equal to 0.9642 of a share, subject to adjustment as set forth in Section 2.2(b) below, (the “Exchange Ratio”) of ARRIS Common Stock (the “Stock Consideration”), subject to adjustment as provided in Section 2.2(b) (collectively, the “Stock Election Shares”); and (biii) for each share of the Signal 6C-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share COR Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 2.5 (the "Signal Preferred Stock"“Non-Election Shares”), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one from ARRIS such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.3(b). For purposes of this Agreement, the term “Merger Consideration” with respect to a given share of FirstMerit 6C-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit COR Common Stock equal shall mean either the Cash Consideration (with respect to the product a share of the Common Exchange Ratio and the number of shares of Signal C-COR Common Stock into which representing the Signal Preferred right to receive the Cash Consideration) or the Stock was convertible immediately prior Consideration (with respect to the Effective Time.. The FirstMerit a share of C-COR Common Stock and FirstMerit Preferred representing the right to receive the Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockConsideration)."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, other than Shares to be cancelled in accordance with Section 2.4(c) and Dissenting Shares, each: (i) share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive (net of Withholdings) an amount in cash equal to (A) the product of (I) the number of shares of Common Stock into which such Series A Preferred Stock is convertible and (II) the Per Share Merger Consideration, plus (B) an amount equal to accrued and unpaid dividends on the Series A Preferred Stock; (ii) share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive (net of Withholdings) an amount in cash equal to (A) the product of (I) the number of shares of Common Stock into which such Series B Preferred Stock is convertible and (II) the Per Share Merger Consideration, plus (B) an amount equal to accrued and unpaid dividends on the Series B Preferred Stock; and (iii) share of Common Stock (other than the Class A Common Stock) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Per Share Merger Consideration plus or minus the amount, if any, paid in accordance with Sections 2.8, 2.9 or 10 to the Stockholder Representative for distribution to the Stockholders in accordance with the terms of this Agreement. (b) At the Effective Time, by virtue of the Merger and without any action on the part of any party hereto or shareholder: (a) each share the holder of any of the Signal common stockfollowing securities, $1 par value per share (the "Signal shares of Class A Common Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and Person identified on Exhibit A-2 shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") thereafter evidence such number of shares of common stock, no $.01 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Surviving Corporation as is equal to the FirstMerit Rights Plan product of (as defined hereini) ("FirstMerit Common Stock"); .10 and (bii) the number of shares of Class A Common Stock set forth opposite such Person’s name on Exhibit A-2, rounded up to the nearest whole number of shares. From and after the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon the surrender of such certificate in accordance with this Agreement, without interest (other than with respect to Dissenting Shares). The “Per Share Merger Consideration” shall be equal to the quotient of (A) the Closing Payment, divided by (B) the total number of Shares outstanding on the Closing Date on an as-converted basis (assuming that all outstanding Options and Warrants have been cancelled). The Per Share Merger Consideration shall also include a Stockholder’s right to receive such Stockholder’s proportionate share of the Escrow Fund and, in determining the allocation of the Merger Consideration, the Stockholders shall be deemed to have received the Escrow Fund as a portion of such Stockholder’s Merger Consideration. (c) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of the Company’s outstanding securities, each Share held in the Company’s treasury immediately prior to the Effective Time shall be cancelled without payment of any consideration therefor. (d) At the Effective Time, by virtue of the Merger and without any action on the part of any party hereto or the holder of any of the following securities, each share of the Signal 6-1/2% Cumulative Convertible Preferred Stockcommon stock, Series B, no $.01 par value per share (share, of the "Signal Preferred Stock"), Merger Sub issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share thereafter evidence 13,566 shares of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockcommon stock, Series B, no $.01 par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that share, of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockSurviving Corporation."

Conversion of Shares. Subject (a) By action of the holders of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, "Company Preferred Stock"), each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock outstanding immediately prior to the provisions Effective Time shall be converted immediately prior to the Effective Time (subject to the satisfaction of this Agreementthe conditions set forth in Section 6.1 and Section 6.3) into that number of shares of Company's common stock, at par value $0.001 (the "Company Common Stock") into which one share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is then convertible. (b) At the Effective Time, automatically each outstanding share of common stock, par value $.001 per share, of Merger Sub shall, by virtue of the Merger and without any action on the part of any party the Company, NPI or shareholder: Merger Sub, be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation. (ac) At the Effective Time, each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding individually, a "Share" and collectively, the "Shares") (other than (i) shares Shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Company, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Shares held by NPI or Merger Sub or (iii) Dissenting Shares (as defined belowhereinafter defined))) shall, shall cease to be outstanding by virtue of the Merger and shall without any action on the part of NPI, Merger Sub or the Company or any holder thereof, be converted into and become be exchangeable for the right to receive 1.32 the number (subject rounded to adjustment pursuant the nearest ten thousandth) of fully paid and non-assessable shares of NPI Common Stock equal to Sections 2.5 the Exchange Ratio. (d) For purposes of this Agreement, the "Exchange Ratio" shall be determined in accordance with the following formula: B-C [ E = 2(X + O) + --- [2(X + O)] B [ ------------------------- Y + V where E = the Exchange Ratio X = all shares of NPI Common Stock issued and 7.1(h)) outstanding as of two days prior to the NPI Stockholders Meeting O = all shares of NPI Common Stock issuable under outstanding, vested, in-the-money options to purchase such stock as of two days prior to the NPI Stockholders Meeting C = NPI's cash, cash equivalents and short-term investments calculated in accordance with GAAP minus any estimated cash payments due under agreements with certain members of NPI's management resulting from the Merger (the "Common Exchange RatioManagement Agreements") shares plus $25,000,000, calculated as of common stockthe end of the calendar month immediately prior to the Effective Time, no par value, without giving effect to reductions in cash for payment of FirstMerit, including transaction expenses related to the associated rights attached thereto under Merger by NPI prior to the FirstMerit Rights Plan Effective Time (as defined herein) (the "FirstMerit Common StockClosing Cash"); provided that for purposes of this formula, Closing Cash shall not exceed $90,000,000. For purposes of this paragraph, estimated cash payments due under the Management Agreements shall be determined (a) using the closing sales price of one share of NPI Common Stock on Nasdaq two days prior to the NPI Stockholders' Meeting and (b) each share by giving effect to any acceleration of vesting of options caused by the Signal 6Closing -3- B = $90,000,000 Y = all outstanding shares of Company Common Stock (assuming conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock) minus shares of Company Common Stock or Company Preferred Stock owned by NPI or the Company, calculated two days prior to the NPI Stockholders' Meeting V = all shares of Company Common Stock issuable under outstanding, vested, in-1/2% Cumulative Convertible Preferred the-money options or warrants to purchase such stock or other securities convertible or exchangeable for shares of Company Common Stock, Series Bcalculated two days prior to the NPI Stockholders' Meeting All such shares of NPI Common Stock issued pursuant to this Section 2.1, no par value per share (together with any cash paid in lieu of fractional shares of NPI Common Stock to be paid pursuant to Section 2.7, are referred to herein as the "Signal Preferred StockMerger Consideration.") (e) At the Effective Time, issued and outstanding each Share of Company Common Stock owned by NPI, Merger Sub or the Company immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into canceled and become extinguished without any conversion thereof and no consideration shall be delivered in exchange therefor. (f) If, between the right to receive one share date of FirstMerit 6-1/2% Cumulative Convertible this Agreement and the Effective Time, either (i) the outstanding shares of Company Common Stock, Series A Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Stock or Series C Preferred Stock and be convertible shall have been changed into a different number of shares or a different class by reason of FirstMerit Common Stock equal to the product any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of the Common Exchange Ratio and shares, or any similar event, or (ii) the number of shares of Signal Company Common Stock into which the Signal issuable upon conversion of each share of Series A Preferred Stock, Series B Preferred Stock was convertible immediately prior or Series C Preferred Stock shall have been changed pursuant to contract, an anti-dilution adjustment provision contained in the Company's certificate of incorporation or otherwise, the calculation of the Exchange Ratio shall be correspondingly adjusted to the extent necessary to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, change in conversion ratio or such similar event. (g) If, between the date of this Agreement and the Effective Time.. The FirstMerit , the outstanding shares of NPI Common Stock and FirstMerit Preferred Stock is sometimes collectively referred shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event, the calculation of the Exchange Ratio shall be correspondingly adjusted to herein as the "FirstMerit Capital Stockextent necessary to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or such similar event."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by -------------------- virtue of the Merger and without any action on the part of the shareholders of the Company or Merger Sub or any party or shareholder: of the parties hereto: (a) Each share of Common Stock, par value $.001 per share, of the Company (the "Company Common Stock") issued and outstanding -------------------- immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 3.1(e)) shall be canceled and shall be converted automatically into the right to receive $2.25 in cash (the "Common ------ Stock Merger Consideration") payable, without interest, to the holder of such -------------------------- share of Company Common Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Company Common Stock. (b) Each share of Preferred Stock, par value $.01 per share, of the Company (the"Company Preferred Stock") designated as Series B Preferred (the ----------------------- "Series B Preferred Stock") issued and outstanding immediately prior to the ------------------------ Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the sum of (x) the liquidation preference associated with such share of Series B Preferred Stock (i.e., $50) plus (y) the accrued and unpaid dividends on such share of Series B Preferred Stock (the "Series B -------- Preferred Stock Merger Consideration"), payable, without interest, to the holder ------------------------------------ of such share of Series B Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series B Preferred Stock. (c) Each share of Company Preferred Stock designated as Series C Preferred (the "Series C Preferred Stock") issued and outstanding immediately ------------------------ prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the product of (x) the Common Stock Merger Consideration multiplied by (y) the number of shares of Company Common Stock into which such share of Series C Preferred Stock is convertible immediately prior to the Effective Time (the "Series C Preferred Stock Merger Consideration"), payable, --------------------------------------------- without interest, to the holder of such share of Series C Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series C Preferred Stock. (d) Each share of Company Preferred Stock designated as Series D Preferred (the "Series D Preferred Stock") issued and outstanding immediately ------------------------ prior to the Effective Time (other than any shares of Series D Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the sum of (x) the liquidation preference associated with such share of Series D Preferred Stock (i.e., $50) plus (y) the accrued and unpaid dividends on such share of Series D Preferred Stock (the "Series D -------- Preferred Stock Merger Consideration"), payable, without interest, to the holder ------------------------------------ of such share of Series D Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series D Preferred Stock. (e) Each share of Company Common Stock and Company Preferred Stock held in the treasury of the Company immediately prior to the Effective Time and each share of Company Common Stock and Company Preferred Stock owned by Parent or any of its Subsidiaries immediately prior to the Signal Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto. (f) Each share of common stock, $1 par value per share (the "Signal Common Stock"), stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 Surviving Corporation with the same rights, powers and 7.1(h)) (privileges as the "Common Exchange Ratio") share so converted, and all such shares of Surviving Corporation common stock, no par value, of FirstMerit, including stock shall constitute the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share only outstanding shares of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding Surviving Corporation immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to after the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock, $1 .01 par value per share share, of the Company (the "Signal Common StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Common Shares owned beneficially by the Buyer or as a result of debts previously contracted ("Treasury Shares") and (ii) the Transitory Subsidiary, Dissenting Shares (as defined below)), shall cease to be outstanding ) and Common Shares held in the Company's treasury) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)the provisions of Section 1.8) (the "Common Exchange Ratio") such number of shares of common stock, no $.01 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) Buyer ("FirstMerit Buyer Common Stock"); and ) determined in accordance with subsection (d) of this Section 1.5. (b) each Each share of the Signal 6-1/2% Cumulative Convertible Series A Preferred Stock, Series B, no $.01 par value per share share, of the Company (the "Signal Series A Preferred StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than Series A Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series A Preferred Shares held in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and the Company's treasury) shall be converted into and become represent the right to receive one (subject to the provisions of Section 1.8) such number of shares of Buyer Common Stock determined in accordance with subsection (d) of this Section 1.5. (c) Each share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock, $.01 par value per share, of the Company ("Series B Preferred Shares"; together with the Series A Preferred Shares and the Common Shares, the "Company Shares") which preferred stock issued and outstanding immediately prior to the Effective Time (other than Series B Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Series B Preferred Shares held in the Company's treasury) shall contain terms substantially identical be converted into and represent the right to that receive (subject to the provisions of the Signal Preferred Stock and be convertible into a Section 1.8) such number of shares of FirstMerit Buyer Common Stock determined in accordance with subsection (d) of this Section 1.5. (d) Each Common Share, Series A Preferred Share and Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company's treasury) shall be converted into and represent the right to receive, subject to the provisions of Section 1.8, on the Closing Date, respectively, .0117 (the "Common Conversion Ratio"), .04135 (the "Series A Preferred Conversion Ratio") and .03393 (the "Series B Preferred Conversion Ratio") shares of Buyer Common Stock. On the Closing Date, the Buyer will deliver the Buyer Common Stock to the Stockholders. Stockholders of record of the Company immediately prior to the Effective Time shall be entitled to receive immediately 90% of the shares of Buyer Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the "Initial Shares"); the remaining 10% of the shares of Buyer Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the "Escrow Shares") shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the "Merger Shares," and the total thereof is 830,175. (e) The Common Conversion Ratio, the Series A Preferred Conversion Ratio and the Series B Preferred Conversion Ratio shall each be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any split, dividend or distribution of securities convertible into any shares of the Buyer's capital stock), reorganization, recapitalization or other like change with respect to the Buyer's capital stock occurring on or after the date hereof and prior to the Effective Time. (f) Each Company Share held in the Company's treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor. (g) Each share of common stock, $.01 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $.01 par value per share, of the Surviving Corporation. (h) At the Effective time, all options to purchase Company Common Stock or Company Series A Preferred Stock then outstanding under the Company's 1995 Stock Option/Stock Issuance Plan and 1996 Stock Option/Stock Issuance Plan (each individually an "Option Plan" and collectively, the "Option Plans") or otherwise shall be assumed by Buyer in accordance with the provisions described below. (i) At the Effective Time, each outstanding option to purchase shares of Company Common Stock or Company Series A Preferred Stock (each a "Company Option") under the Option Plans or otherwise, whether vested or unvested, shall be, in connection with the Merger, assumed by Buyer. Each Company Option so assumed by Buyer under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan pursuant to which such Company Option was granted and/or as provided in the respective option agreements governing such Company Option immediately prior to the Effective Time, except that (A) such Company Option shall be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Company Common Stock into which the Signal or Company Series A Preferred Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Conversion Ratio or the Preferred Conversion Ratio, as the case may be, rounded to the nearest whole number of shares of Buyer Common Stock and (B) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock or Company Series A Preferred Stock at which such Company Option was convertible exercisable immediately prior to the Effective Time by the Common Conversion Ratio or the Series A Preferred Conversion Ratio, as the case may be, rounded to the nearest whole cent, provided, however, that the provisions governing the vesting of any Company Option and any terms regarding repurchase rights contained in the Option Plan or an agreement governing a Company Option shall remain unchanged, and shall either accelerate or not accelerate based on the terms thereof. (ii) It is the intention of the parties that the Company Options assumed by Buyer qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent the Company Options qualified as incentive stock options immediately prior to the Effective Time.. The FirstMerit . (iii) Promptly following the Effective Time, Buyer will issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption of such Company Option by Buyer. (iv) In the event that Buyer shall at any time file a registration statement on Form S-8 with respect to any options to purchase Buyer Common Stock, Buyer shall file a registration statement on Form S-8 for the shares of Buyer Common Stock and FirstMerit Preferred Stock is sometimes collectively referred issuable with respect to herein as assumed Company Options promptly, but in no event later than fifteen (15) days after the "FirstMerit Capital Stocklater of the date of the filing of such registration statement or the Effective Time."

Conversion of Shares. Subject to the provisions of this AgreementArticle 3, -------------------- --------- at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or the shareholders of any party or shareholder: of the Parties, the shares of the constituent corporations of the Merger shall be converted, subject to Section ------- 3.2, into an aggregate of 600,000 shares of WebMD Series B Preferred Stock --- (assuming exercise of all outstanding DMK Equity Rights (exclusive of the DMK Convertible Promissory Notes described in Section 10.2(n) hereof) prior to the --------------- Effective Time as follows: (a) each Each share of the Signal common stock, $1 par value per share (the "Signal Merger Corp. Common Stock"), Stock issued and outstanding immediately prior to at the Effective Time shall not be affected by the Merger and shall remain outstanding. (b) Each share of DMK Common Stock (excluding (i) shares held by Signal or any shareholders who perfect their statutory dissenters' rights as provided in Section 3.4 of this Agreement) issued and outstanding at the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), Effective Time ----------- shall cease to be outstanding and shall be converted into and become exchanged, subject to Section 4.3 hereof, for the right to receive 1.32 that portion of a share of WebMD ----------- Series B Preferred Stock equal to 2.254876 divided by the price per share of WebMD Series B Preferred Stock (subject to adjustment pursuant to Sections 2.5 as calculated and 7.1(h)adjusted in accordance with Section 3.2) (the "Series B Price") (the "Common Stock Exchange Ratio"). ----------- -------------- --------------------------- (c) shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each Each share of the Signal 6-1/2% Cumulative Convertible DMK Series A Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time Stock (excluding shares held by Signal or any shareholders who perfect their statutory dissenters' rights as provided in Section 3.4 of this Agreement) issued and outstanding at the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), Effective Time ----------- shall cease to be outstanding and shall be converted into and become exchanged, subject to Section 4.3 hereof, for the right to receive one that portion of a share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit WebMD ----------- Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to 3.3735536 divided by the product of Series B Price (the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal "Series A Preferred Stock was convertible immediately prior to Exchange Ratio"). --------------------------------------- (d) Each share of DMK Series B Preferred Stock (excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time.. The FirstMerit Common Stock Time ----------- shall cease to be outstanding and FirstMerit shall be converted into and exchanged, subject to Section 4.3 hereof, for the right to receive that portion of a share of WebMD ----------- Series B Preferred Stock is sometimes collectively referred equal to herein as 4.4450756 divided by the Series B Price (the "FirstMerit Capital Stock.Series B Preferred Stock Exchange Ratio"). ----------------------------------------

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof: (a) All shares of any class of capital stock of Seller held by Seller as treasury shares or otherwise will be canceled. (b) Subject to Section 1.7.2, each share of the Signal common stock, $1 .001 par value per share (the "Signal Seller Common Stock") (including each share of Seller Common Stock issued upon conversion of Seller's Series A Preferred Stock, $.001 par value per share (the "Series A Stock")), and each share of Series B Preferred Stock, $.001 par value per share (the "Series B Stock") (including each share of Series B Stock issued upon the exercise immediately prior to the Effective Time of the Warrants (as defined in Section 2.5(b))) (the "Series B Stock," and together with the Seller Common Stock, the "Seller Capital Stock"), of Seller issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or shares of Seller Capital Stock as a result to which dissenters' rights of debts previously contracted ("Treasury Shares"appraisal have been exercised under Delaware Law) and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") from Buyer that number of whole shares of Buyer's common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no $.01 par value per share (the "Signal Preferred Buyer Common Stock"), as determined below. (1) Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from Buyer that number of shares of Buyer Common Stock equal to the quotient obtained by dividing (excluding A) 491,702 shares held by Signal or any of (the Signal Subsidiaries "Buyer Base Shares") minus the Liquidation Preference Shares (as defined below) or by FirstMerit or any (B) the sum of (i) the FirstMerit Subsidiaries outstanding shares of Seller Capital Stock plus (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock"ii) which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Seller Capital Stock issuable upon exercise of all outstanding options and warrants to acquire shares of Seller Capital Stock (assuming in the case of clauses (A) and (B) that any and all shares of Series A Stock that may be issued and outstanding or issuable have been converted into shares of Seller Common Stock equal Stock) with any fractional shares rounded up to the product of nearest whole number (the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively quotient so derived being referred to herein as the "FirstMerit Capital Common Exchange Ratio"). (2) Each share of Series B Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from Buyer that number of shares of Buyer Common Stock equal to (A) the product obtained by multiplying 1.5 by the Common Exchange Ratio, plus (B) the quotient obtained by dividing (i) the Liquidation Preference Shares by (ii) the total number of outstanding shares of Series B Stock, including each share of Series B Stock obtained upon the exercise immediately prior to the Effective Time of the Warrants with any fractional shares rounded up to the nearest whole number."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to paragraph 3.1(e) of this Agreement and Dissenting Shares, if any) shall, by virtue of the Merger and without any action on the part of any party or shareholder: the holder thereof, be converted into the right to receive 5.75016889 shares (aeach, a “Company Common Stock Merger Share”) of Parent Common Stock (the “Common Stock Merger Exchange Ratio”). (b) At the Effective Time, each share of the Signal common stockSeries A Convertible Preferred Stock, $1 par value $0.001 per share (the "Signal Common “Company Series A Preferred Stock"”), of the Company issued and outstanding immediately prior to the Effective Time (excluding (iother than shares of Company Series A Preferred Stock to be cancelled pursuant to paragraph 3.1(e) shares held of this Agreement and Dissenting Shares, if any) shall, by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and without any action on the part of the FirstMerit Subsidiaries (as defined below)holder thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 10.81031254 shares (subject to adjustment pursuant to Sections 2.5 and 7.1(h)each, a “Company Series A Preferred Stock Merger Share”) of Parent Common Stock (the "Common “Series A Preferred Stock Merger Exchange Ratio"”). (c) shares of common stockAt the Effective Time, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Series B Convertible Preferred Stock, Series B, no par value $0.001 per share (the "Signal “Company Series B Preferred Stock"”), of the Company issued and outstanding immediately prior to the Effective Time (excluding other than shares held of Company Series B Preferred Stock to be cancelled pursuant to paragraph 3.1(e) of this Agreement and Dissenting Shares, if any) shall, by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and without any action on the part of the FirstMerit Subsidiaries (as defined below)holder thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock10.81031254 shares (each, Series B, no par value per share ("FirstMerit a “Company Series B Preferred Stock"Stock Merger Share”) which preferred stock shall contain terms substantially identical to that of Parent Common Stock (the “Series B Preferred Stock Merger Exchange Ratio”). (d) Each share of the Signal common stock, par value $0.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, be converted into one fully paid and non-assessable share of the common stock, par value $0.01 per share, of the Surviving Corporation. (e) All shares of Company Common Stock, Company Series A Preferred Stock and be convertible into a number of Company Series B Preferred Stock and that are owned by the Company as treasury stock and any shares of FirstMerit Company Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Stock, Company Series A Preferred Stock was convertible and Company Series B Preferred Stock owned by Parent, Sub or any other direct or indirect wholly-owned Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (f) At the Effective Time, each share of Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock converted into the right to receive the applicable Merger Consideration pursuant to paragraphs 3.1(a), (b) or (c), as the case may be, of this Agreement shall be automatically cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate”) that, immediately prior to the Effective Time.. The FirstMerit , represented any of the shares of outstanding Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock shall cease to have any rights with respect to such shares of Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock, as the case may be, other than the right to receive, upon surrender of such Certificate in accordance with section 3.2 of this Agreement, the appropriate Merger Consideration, without any interest thereon. (g) If, at any time between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock, Company Series A Preferred Stock and/or Company Series B Preferred Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or any combination, exchange or readjustment of shares, or any stock dividend or stock distribution, with a record date during such period shall occur, the number of shares of Company Common Stock Merger Shares receivable for each outstanding share of Company Common Stock in accordance with said paragraph 3.1(a) of this Agreement, Company Series A Preferred Stock Merger Shares receivable for each outstanding share of Company Series A Preferred Stock in accordance with paragraph 3.1(b) of this Agreement and/or Company Series B Preferred Stock Merger Shares receivable for each outstanding share of Company Series B Preferred Stock in accordance with paragraph 3.1(c) of this Agreement shall be equitably adjusted to reflect such change. (h) Notwithstanding anything to the contrary contained in this Agreement, in order to avoid the necessity and cost of issuing fractional shares of Parent Common Stock and FirstMerit maintaining records regarding such fractional shares, in the case that the applicable Common Stock Merger Exchange Ratio, Series A Preferred Stock is sometimes collectively referred Merger Exchange Ratio, or Series B Preferred Stock Merger Exchange Ratio results in Parent being obligated to herein issue a fractional share of Parent Common Stock as part of the "FirstMerit Capital StockMerger Consideration issuable to any Person such fractional share shall be rounded up to a full share of Parent Common Stock issuable to such Person."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock, $1 no par value per share share, of the Company (the "Signal Common StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Common Shares owned beneficially by the Buyer or as a result of debts previously contracted ("Treasury Shares") and (ii) the Transitory Subsidiary, Dissenting Shares (as defined below)), shall cease to be outstanding ) and Common Shares held in the Company's treasury) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)the provisions of Section 1.10) (the "Common Exchange Ratio") such number of shares of common stock, no $.01 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Buyer (the FirstMerit Rights Plan "Buyer Common Stock") as is equal to the Common Conversion Ratio (as defined herein) ("FirstMerit Common Stock"below); and . (b) each Each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share share, of the Company (the "Signal Preferred StockShares" and, together with the Common Shares, the "), Company Shares") issued and outstanding immediately prior to the Effective Time (excluding other than Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Preferred Shares held in the Company's treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.10) (i) such number of shares held by Signal or any of Buyer Common Stock as is equal to the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries Preferred Conversion Ratio (as defined below), in each case other than in a fiduciary capacity or as a result and (ii) an amount of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock cash equal to the product of the Common Exchange Ratio and $2,400,000 divided by the number of shares of Signal Common Stock into which the Signal outstanding Preferred Stock was convertible Shares immediately prior to the Effective Time.. Time (the "Preferred Cash Consideration"). (i) The FirstMerit "Common Conversion Ratio" shall be the result obtained by dividing (a) 1,408,451 (the "Closing Date Number") by (b) the Outstanding Closing Shares; provided, however, that the Common Conversion Ratio shall be subject to adjustment as provided in Section 1.5(d). "Outstanding Closing Shares" shall mean the number of outstanding Common Shares immediately prior to the Effective Time (after giving effect to the conversion into Common Shares of all outstanding Preferred Shares (assuming that upon the conversion of one Preferred Share the holder thereof would be entitled to receive one Common Share, subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Common Shares or the Preferred Shares)) plus the number of outstanding Common Shares subject to Options (as defined herein). The "Preferred Conversion Ratio" shall be equal to the Common Conversion Ratio as the same may be adjusted. Each of the Common Conversion Ratio and the Preferred Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock. The aggregate number of shares of Buyer Common Stock and FirstMerit Preferred Stock into which Company Shares are converted pursuant to this Section 1.5 (prior to any adjustment to the Common Conversion Ratio pursuant to Section 1.5(d)) is sometimes collectively referred to herein as the "FirstMerit Capital StockMerger Shares," the aggregate number of shares of Buyer Common Stock into which Company Shares are converted pursuant to this Section 1.5 (including after taking into account any adjustment to the Common Conversion Ratio pursuant to Section 1.5(d)) is referred to herein as the "Adjusted Merger Shares," and the number of Adjusted Merger Shares minus the number of Escrow Shares (as defined herein) is referred to as the "Adjusted Initial Shares."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any further action on the part of the Parent, Merger Sub, the Company or any party holder of any shares of Common Stock or shareholder: Preferred Stock (collectively, the “Shares”) or any shares of capital stock of Merger Sub: (a) With respect to the Shares issued and outstanding immediately prior to the Effective Time, other than any Cancelled Shares and any Dissenting Shares: (i) each Share of Series A Preferred Stock, in accordance with Section C.2(a)(viii) of Article FIFTH of the Charter, shall be converted into the right to receive the Gross Per Common Share Merger Consideration, in cash, without interest; (ii) each Share of Series B Preferred Stock, in accordance with Section C.2(a)(viii) of Article FIFTH of the Charter, shall be converted into the right to receive the Gross Per Common Share Merger Consideration, in cash, without interest; (iii) each Share of Series C Preferred Stock shall be converted into the right to receive the Series C Liquidation Preference, in cash, without interest; (iv) each Share of Series D Preferred Stock shall be converted into the right to receive the Series D Liquidation Preference, in cash, without interest; (v) each Share of Series E Preferred Stock shall be converted into the right to receive the Series E Liquidation Preference, in cash, without interest; (vi) each Share of Series F Preferred Stock shall be converted into the right to receive the Series F Liquidation Preference plus the Gross Per Common Share Merger Consideration, in cash, without interest; (vii) each Share of Series G Preferred Stock shall be converted into the right to receive the Series G Liquidation Preference plus the Gross Per Common Share Merger Consideration, in cash, without interest; and (viii) each Share of Common Stock shall be converted into the right to receive the Gross Per Common Share Merger Consideration, in cash, without interest, in each case, less any amounts that must be contributed by Participating Securityholders in respect of such Shares into the Indemnity Escrow Fund, Adjustment Escrow Fund or Expense Fund; provided any amounts contributed to the Indemnity Escrow Fund, Adjustment Escrow Fund or Expense Fund will be released at the respective times and subject to the contingencies specified in this Agreement and the Escrow Agreement (the aggregate amount of consideration payable in respect of the Shares, the “Aggregate Share Consideration”); (b) Each Share that is owned by the Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Shares described in Section 2.7(b) and this Section 2.7(c), “Cancelled Shares”); and (d) Each share of the Signal common stock, $1 par value $0.001 per share (the "Signal Common Stock")share, of Merger Sub issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares one fully paid share of common stock, no par valuevalue $0.001 per share, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockSurviving Corporation."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of the Transitory Subsidiary, 2PAGE the Company, the Surviving Corporation or the holder of any party or shareholder: of the following securities: (ai) Subject to Section 1.5(b), (c) and (d), each share (other than shares to be canceled pursuant to clause (vi) below) of the Signal Company's common stock, $1 par value per share stock (the "Signal Company Common Stock"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury SharesOutstanding Common Stock") shall be canceled and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding extinguished and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) that amount of cash, without interest (the "Common Exchange RatioStock Consideration"), equal to the quotient of (A) $16,055,656 less all payments made pursuant to clauses (ii) through (v) below, divided by (B) the sum of the total shares of common stock, no par value, Outstanding Common Stock and the total number of FirstMerit, including shares of Company Common Stock underlying the associated rights attached thereto under the FirstMerit Rights Plan Company Options (as defined hereinbelow) ("FirstMerit Common Stock"); which are granted, vested and (b) each share of outstanding immediately prior to the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share Effective Time (the "Signal Vested Option Shares"). (ii) Subject to Section 1.5(b), (c) and (d), each share (other than shares to be canceled pursuant to clause (vi) below) of the Company's Series B Preferred Stock ("Series B Stock"), ) issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below"Outstanding Series B Stock") or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding canceled and shall extinguished and be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock$2.00 in cash, Series Bwithout interest. (iii) Subject to Section 1.5(b), no par value per (c) and (d), each share (other than shares to be canceled pursuant to clause (vi) below) of the Company's Series C Preferred Stock (the "FirstMerit Series B Preferred C Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock issued and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible outstanding immediately prior to the Effective Time.. Time (the "Outstanding Series C Stock") shall be canceled and extinguished and be converted into the right to receive $1.25 in cash, without interest. (iv) Subject to Section 1.5(b), (c) and (d), each share (other than shares to be canceled pursuant to clause (vi) below) of the Company's Series D Preferred Stock (the "Series D Stock") issued and outstanding immediately prior to the Effective Time (the "Outstanding Series D Stock") shall be canceled and extinguished and be converted into the right to receive $1.274 in cash, without interest. (v) Subject to Section 1.5(b), (c) and (d), each share (other than shares to be canceled pursuant to clause (vi) below) of the Company's Series E Preferred Stock ("Series E Stock") issued and outstanding immediately prior to the Effective Time (the "Outstanding Series E Stock") shall be canceled and extinguished and be converted into the right to receive $1.274 in cash, without interest. The FirstMerit Outstanding Common Stock, Outstanding Series B Stock, Outstanding Series C Stock, Outstanding Series D Stock and FirstMerit Preferred Outstanding Series E Stock is are sometimes collectively referred to herein as the "FirstMerit Capital StockCompany Shares." 3PAGE (vi) Each Company Share that is issued and outstanding immediately prior to the Effective Time and owned by the Buyer, the Transitory Subsidiary or the Company or any direct or indirect subsidiary of the Buyer, the Transitory Subsidiary or the Company, shall be canceled and retired, and no payment shall be made with respect thereto. (vii) Each share of the Transitory Subsidiary's capital stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of the same class of capital stock of the Surviving Corporation. (b) The aggregate amount of cash paid in consideration for the Company Shares (the "Merger Consideration") shall be subject to adjustment after the Closing Date as follows: (i) Within 60 days after the Closing Date (as defined in Section 1.6), the Buyer shall prepare and deliver to Craig Taylor, as representative of the Company Xxxxxxxxxxxx (xxx "Company Shareholder Representative"), a balance sheet reflecting the Net Assets (as defined below) of the Company as of the Closing Date (the "Draft Closing Balance Sheet"). The Buyer shall prepare the Draft Closing Balance Sheet in accordance with GAAP (as defined in Section 2.6 below) as applied consistent with the Company's past accounting periods. For purposes of this Agreement "Net Assets" shall mean total assets of the Company (excluding any cash resulting from the exercise of Company Options prior to the Closing) minus total liabilities of the Company (excluding any liability to Needham & Company, Inc. or to John Schwabacher xxxxxxxt to engagement letters xxxxx Xxxxx 0, 1996 and January 1, 1996, respectively (together, the "Engagement Letters")).

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (ai) each Each share of the Signal common stock, $1 without par value per share value, of the Company (the "Signal Common StockCOMPANY SHARES"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than Company Shares held in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") the Company's treasury and (ii) other than Dissenting Shares (as defined below)), shall cease to be outstanding and ) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to the provisions of Sections 2.5 1.6 and 7.1(h5.1(e)) (the "Common Exchange Ratio") such number of shares of common stock, no $.0006 par valuevalue per share, of FirstMerit, the Buyer (including the associated 16/81sts of a right issuable pursuant to the Rights Agreement dated as of February 3, 1994 between the Buyer and BankBoston, N.A., as rights attached thereto under agent, collectively, "BUYER COMMON STOCK") as is equal to the FirstMerit Rights Plan Conversion Ratio. The "CONVERSION RATIO" shall be the result (rounded down to six decimal places) obtained by subtracting from $49,000,000 (the "PURCHASE PRICE") the Loan Amount (as defined hereinin subparagraph (iv) below), the Taxes and Utilities Amount (as defined in Section 8.1), the Rent Proration Amount (as defined in Section 8.2) and the Expense Amount (as defined in Section 9.11) (the difference being referred to as the "FirstMerit Common StockNET PURCHASE PRICE"); ) and then dividing (1) the sum of (a) 50% of the Net Purchase Price divided by $22 plus (b) each the number determined by dividing (x) 50% of the Net Purchase Price by (y) the average of the last reported sale prices per share of the Signal 6-1/2% Cumulative Convertible Preferred StockBuyer Common Stock on the Nasdaq National Market over the 20 consecutive trading days ending on the trading day that is three trading days prior to the Closing Date, Series Bby (2) the number of outstanding Company Shares immediately prior to the Effective Time; PROVIDED that the Conversion Ratio shall be subject to equitable adjustment in the event of any reclassification, no recapitalization, stock split, stock dividend, reverse stock split, exchange of shares or other similar events affecting the Buyer Common Stock between the date hereof and the Closing. The shares of Buyer Common Stock into which the Company Shares are converted pursuant to this Section 1.5 shall be referred to herein as the "MERGER SHARES." (ii) Each Company Share held in the Company's treasury immediately prior to the Effective Time shall be cancelled and retired without payment of any consideration therefor. (iii) Each share of common stock, $.01 par value per share (share, of the "Signal Preferred Stock"), Transitory Subsidiary issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive thereafter evidence one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockcommon stock, Series B, no $.01 par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that share, of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockSurviving Corporation."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of Seller, Buyer, NewBridge Bank or the holder of any party or shareholder: of the following securities: (a) each Each share of the Signal common stockClass A Common Stock (voting), $1 no par value per share (the "Signal “Buyer Common Stock"”), and Class B Common Stock (non-voting), no par value per share (“Buyer Non-Voting Common Stock”), of Buyer issued and outstanding immediately prior to before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, par value $5.00 per share, of Seller issued and outstanding immediately before the Effective Time (excluding the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or NewBridge Bank (iother than shares of Seller Common Stock held in trust accounts, including grantor or rabbi trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) and other than shares held as a result of debts previously contracted) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and no stock of Buyer and no other consideration shall be delivered in exchange therefor. (c) Subject to Section 1.9 and excluding Dissenting Shares, each share of Seller Common Stock (excluding shares that are owned, directly or indirectly, by Signal Buyer, NewBridge Bank, or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Seller, in each case other than in a fiduciary capacity Trust Account Common Shares or shares held as a result of debts previously contracted ("Treasury Shares"contracted) issued and (ii) Dissenting Shares (as defined below)), outstanding immediately before the Effective Time shall cease to be outstanding and shall be converted into and become exchanged for the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)i) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Buyer Common Stock (rounded to four decimal places) equal to $10.00 divided by the Weighted Average Stock Price, but in no event more than 1.5152 shares or less than 1.1186 shares of Buyer Common Stock for each such share of Seller Common Stock (the “Per Share Stock Consideration”, (ii) $10.00 in cash (the “Per Share Cash Consideration”), or (iii) the sum of (x) the number of shares of Buyer Common Stock (rounded to four decimal places) calculated by (A) dividing $10.00 by the Weighted Average Stock Price and (B) multiplying the quotient thereby obtained by .75, but in no event more than 1.1364 shares or less than .8390 shares of Buyer Common Stock for each such share of Seller Common Stock, and (y) $2.50 in cash (the “Per Share Mixed Consideration”) (the Per Share Stock Consideration, the Per Share Cash Consideration and the Per Share Mixed Consideration together being the “Merger Consideration”). (d) Subject to Section 1.7, from and after the Effective Time, all of the shares of Seller Common Stock (other than those to be cancelled pursuant to Section 1.4(b)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Time, and each book entry notation of record ownership and each certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the Signal Preferred shares of Seller Common Stock represented by such book entry notation of record ownership or such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.2, subject to the provisions of Section 1.5. (e) Each share of the common stock of NewBridge Bank issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (f) The term “Weighted Average Stock Price” means the daily volume weighted average closing sales price per share of Buyer Common Stock on the NASDAQ Global Select Market for the 20 days that Buyer Common Stock was convertible immediately traded on the NASDAQ Global Select Market (as reported on the website wxx.xxxxxx.xxx) (any such day, a “Trading Day”) preceding the fifth (5th) Trading Day ending prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockClosing Date."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of Southwest, Berthel or Merger Sub or any party holder of any share of capital stock of Southwest, Berthel or shareholder: Merger Sub: (a) each Each share of the Signal common stockstock of Berthel, $1 no par value per share (the "Signal Berthel Common Stock"), issued and outstanding immediately prior thereto (except for shares of Berthel Common Stock as to which the Effective Time holders thereof have asserted dissenters' rights pursuant to Sections 490.1301 through 490.1331 (excluding (iinclusive) shares held by Signal or any of the Signal Subsidiaries (as defined IBCA and pursuant to Section 1.4 below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become into, subject to Section 1.6(f), the right to receive 1.32 one (subject to adjustment pursuant to Sections 2.5 and 7.1(h)1) (the "Berthel Common Exchange Stock Conversion Ratio") shares share of common stockstock of the Surviving Corporation, no par value, of FirstMerit, including value (the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit SC Common Stock"); and . (b) each Each share of the Signal 6-1/2% Cumulative Convertible Series A Preferred Stock, Series BStock of Berthel, no par value per share (the "Signal Berthel Preferred Stock"), issued and outstanding immediately prior thereto (except for shares of Berthel Preferred Stock as to the Effective Time (excluding shares held by Signal or any which holders thereof have asserted dissenters' rights pursuant to Sections 490.1301 through 490.1331 of the Signal Subsidiaries (as defined IBCA and pursuant to Section 1.4 below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become into, subject to Section 1.6(f), the right to receive one (1) (the "Berthel Preferred Stock Conversion Ratio") share of FirstMerit 6-1/2% Cumulative Convertible Series A Preferred Stock, Series BStock of the Surviving Corporation, no par value per share (the "FirstMerit Series B SC Preferred Stock"). (c) Each share of common stock of Southwest, no par value ("Southwest Common Stock"), issued and outstanding immediately prior thereto (except for shares of Southwest Common Stock as to which preferred stock shall contain terms substantially identical the holders thereof have asserted dissenters' rights pursuant to that Sections 53-15-3 and 53-15-4 of the Signal Preferred Stock NMBCA and pursuant to Section 1.5 below) shall be convertible into a number of shares of FirstMerit converted into, subject to Section 1.6(f), the right to receive one (1) (the "Southwest Common Stock equal to the product Conversion Ratio") share of the SC Common Exchange Ratio Stock. (d) Each share of common stock of Merger Sub, no par value, issued and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible outstanding immediately prior thereto, all of which are owned by Southwest, shall be cancelled and retired and shall cease to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stockexist."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party stockholders of the Company or shareholder: Merger Sub: (a) each Each share of the Signal common stock(i) Class A Common Stock, $1 par value $.001 per share share, of the Company (the "Signal Common StockCLASS A COMMON STOCK"), (ii) Class B Common Stock, par value $.001 per share, of the Company (the "CLASS B COMMON STOCK"), (iii) Class C Common Stock, par value $.001 per share, of the Company (the "CLASS C COMMON STOCK") and (iv) Class D Common Stock, par value $.001 per share, of the Company (the "CLASS D COMMON STOCK" and collectively with the Class A Common Stock, the Class B Common Stock, and the Class C Common Stock, the "COMMON STOCK")) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury any Dissenting Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding canceled and shall be converted automatically into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 the Per Share Closing Consideration and 7.1(h)) (the "Common Exchange Ratio") shares of common stockDeferred Payment Right upon surrender, no par valuein the manner provided in Section 3.3, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit certificate that formerly evidenced such share of Common Stock"); and . (b) each Each share of the Signal 6-1/2% Cumulative Convertible Class B Series 2 Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding other than any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive (i) a cash payment, without interest, equal to the product of (A) the number of shares of Common Stock into which such share of Class B Series 2 Preferred Stock is convertible immediately prior to the Effective Time and (B) the Per Share Closing Consideration and (ii) the number of Deferred Payment Rights equal to the number of shares of Common Stock into which such share of Class B Series 2 Preferred Stock is convertible immediately prior to the Effective Time (collectively, the "CLASS B SERIES 2 PREFERRED STOCK MERGER CONSIDERATION") upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Class B Series 2 Preferred Stock. (c) Each share of Class B Series 3 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the sum of (i) the liquidation preference associated with such share of Class B Series 3 Preferred Stock (i.e., $5,000,000) plus (ii) accrued and unpaid dividends on such share of Class B Series 3 Preferred Stock (the "CLASS B SERIES 3 PREFERRED STOCK MERGER CONSIDERATION"), payable, without interest, to the holder of such share of Class B Series 3 Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Class B Series 3 Preferred Stock. (d) Each share of Exchangeable Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the Exchangeable Preferred Stock Purchase Price (the "EXCHANGEABLE PREFERRED STOCK MERGER CONSIDERATION"), payable, without interest, to the holder of such share of Exchangeable Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Exchangeable Preferred Stock. (e) Each share of Common Stock and Preferred Stock held in the treasury of the Company immediately prior to the Effective Time and each share of Common Stock and Preferred Stock owned by Signal Parent or any of the Signal its Subsidiaries (as defined below) or by FirstMerit or any Company Subsidiary immediately prior to the Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto. (f) Each share of common stock of Merger Sub that is issued and outstanding immediately prior to the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and Effective Time shall be converted into and become the right to receive one validly issued, fully paid and nonassessable share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockcommon stock of the Surviving Corporation, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred and all such shares of Surviving Corporation common stock shall contain terms substantially identical to that constitute the only outstanding shares of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible Surviving Corporation immediately prior to after the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue as a result of the Merger I and without any action on the part of the holder of any party capital stock of the Company, Parent or shareholder: either Merger Sub, except as otherwise provided in ‎Section 2.02(c) or ‎Section 2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, without interest thereon (the “Merger Consideration”): (i) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been properly made and not revoked pursuant to ‎Section 2.03(c) (each, a “Mixed Consideration Electing Share”) and each Non-Electing Share shall be converted into the right to receive (A) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Mixed Election Stock Consideration”) equal to the product (rounded to the nearest four decimal places) of (w) the Exchange Ratio and (x) 0.50 and (B) an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (y) the Per Share Price and (z) 0.50 (the “Mixed Election Cash Consideration” and, together with the Mixed Election Stock Consideration, the “Mixed Election Consideration”); (ii) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked pursuant to ‎Section 2.03(c) (each, a “Cash Electing Share”) shall be converted into the right to receive an amount in cash, without interest, equal to the Per Share Price; provided that if the product of the number of Cash Electing Shares and the Per Share Price (such product, the “Aggregate Cash Election Amount”) exceeds the Available Cash Election Amount, then each Cash Electing Share shall be converted into the right to receive (1) an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (w) the Per Share Price and (x) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Aggregate Cash Election Amount (such amount of cash, the “Cash Portion”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to a fraction (rounded to the nearest four decimal places), the numerator of which shall be an amount equal to the Per Share Price minus the Cash Portion and the denominator of which shall be the Parent Share Price; and (iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked pursuant to ‎Section 2.03(c) (each, a “Stock Electing Share”) shall be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Election Consideration”); provided that if the Available Cash Election Amount exceeds the Aggregate Cash Election Amount, then each Stock Electing Share shall be converted into the right to receive (x) an amount in cash (rounded to the nearest two decimal places), without interest, equal to (1) the amount by which the Available Cash Election Amount exceeds the Aggregate Cash Election Amount, divided by (2) the number of Stock Electing Shares (such amount of cash, the “Cash Substitution Amount”) and (y) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the quotient (rounded to the nearest four decimal places) obtained by dividing (a) an amount equal to the Per Share Price minus the Cash Substitution Amount by (b) the Parent Share Price. (iv) At the Effective Time, all such shares of Company Common Stock (other than Excluded Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (A) each Certificate formerly representing any of the shares of Company Common Stock (other than Excluded Shares) and (B) each book-entry account formerly representing any Uncertificated Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, any distributions or dividends payable pursuant to ‎Section 2.04(h) and cash in lieu of any fractional shares of Parent Common Stock payable pursuant to ‎Section 2.07, without interest, in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with ‎Section 2.04, in the case of certificated shares of Company Common Stock, and automatically in the case of Uncertificated Shares, and each Certificate and Uncertificated Share formerly representing shares of Company Common Stock owned by Dissenting Shareholders shall thereafter represent only the rights granted to Dissenting Shareholders under Delaware Law. (v) Maximum Merger Consideration. For the avoidance of doubt: (A) Subject to ‎Section 2.13, the Mixed Election Cash Consideration shall not exceed fifty percent (50%) of the Per Share Price; and (B) The aggregate amount of cash paid (not including cash paid pursuant to ‎Section 2.07), and the aggregate number of shares of Parent Common Stock issued, to all of the holders of Company Common Stock pursuant to this ‎Section 2.02(a) shall not exceed the aggregate amount of cash that would have been paid (not including cash that would have been paid pursuant to ‎Section 2.07), and the aggregate number of shares of Parent Common Stock that would have been issued, to all of the holders of shares of Company Common Stock had the Mixed Election been made with respect to each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), . (vi) The term “Available Cash Election Amount” means the difference between (1) the product of the Mixed Election Cash Consideration and the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted Excluded Shares) minus ("Treasury Shares"2) and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio number of Mixed Consideration Electing Shares (including any Non-Electing Shares and Dissenting Shares) and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockMixed Election Cash Consideration."

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each Each share of the Signal common stockClass A Common Stock, $1 par value $0.001 per share share, of NetSelect (the "Signal NetSelect Class A Common Stock"), and each share of Class B Common Stock, par value $0.001 per share, of NetSelect ("NetSelect Class B Common Stock")(collectively, the "NetSelect Common Stock") issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any filing of the Signal Subsidiaries Certificate of Merger with the Secretary of State of Delaware (as defined belowwith the time of such filing being referred to herein as, the "Effective Time") other than shares, if any, for which appraisal rights have been or will be perfected in compliance with applicable law, will by FirstMerit or any virtue of the FirstMerit Subsidiaries (as defined below)Merger and at the Effective Time, in each case other than in a fiduciary capacity or as a result and without further action on the part of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below))any holder thereof, shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 one fully paid and 7.1(h)) nonassessable share of Common Stock, par value $0.001 per share, of InfoTouch (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Surviving Company Common Stock"); . All shares of any class of capital stock held by NetSelect as treasury shares shall be canceled, and (b) each all shares of any class of capital stock of NetSelect held by InfoTouch shall be canceled. Each share of the Signal 6-1/2% Cumulative NetSelect Series A Convertible Preferred Stock, Series B, no Stock ($0.001 par value per share share), Series B Convertible Preferred Stock (the $0.001 par value per share), Series C Convertible Preferred Stock ($0.001 par value per share), Series D Convertible Preferred Stock ($0.001 par value per share), Series E Convertible Preferred Stock ($0.001 par value per share) and Series F Preferred Stock Convertible Preferred Stock ($0.001 par value per share) (collectively, "Signal NetSelect Preferred Stock"), ) that is issued and outstanding immediately prior to the filing of the Certificate of Merger with the Secretary of State of Delaware, other than shares, if any, for which appraisal rights have been or will be perfected in compliance with applicable law, will, by virtue of the Merger and at the Effective Time (excluding shares held by Signal or and without further action on the part of any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)holder thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become represent the right to receive one a fully paid and nonassessable share of FirstMerit 6-1/2% Cumulative the corresponding Series A Convertible Preferred Stock, Series B, no Stock ($0.001 par value per share share), Series B Convertible Preferred Stock ($0.001 par value per share), Series C Convertible Preferred Stock ($0.001 par value per share), Series D Convertible Preferred Stock ($0.001 par value per share), Series E Convertible Preferred Stock ($0.001 par value per share) or Series F Convertible Preferred Stock ($0.001 par value per share), of the Surviving Company ("FirstMerit Series B Surviving Company Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein ), as the "FirstMerit Capital Stockcase may be."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any further action by Parent, the Company, Merger Sub, or any of their respective shareholders, each Ordinary Share of the Company, no par value, issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”), other than Shares owned by the Company or its Subsidiaries (dormant or otherwise), or by Parent or Merger Sub, if any, shall, by virtue of the Merger and without any action on the part of Merger Sub, the Company, or the holders thereof, be exchanged for and converted into the right to receive a number of newly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.1.2 below (such shares of Parent Common Stock, the “Merger Consideration”) without interest; provided, however, notwithstanding anything to the contrary contained herein or in any party or shareholder: (a) each share other Transaction Agreement, and regardless of the Signal common stockcalculations set forth in Exhibit C attached hereto, in the event that the Closing Indebtedness is greater than $1 par value per share 0 and/or the Closing Cash is less than $600,000, the resulting number of shares of Parent Common Stock issued as Merger Consideration shall not exceed the product of (i) the "Signal number of shares of Parent Common Stock"Stock issued as Merger Consideration in accordance with the Exchange Ratio assuming that the Closing Indebtedness is $0 and the Closing Cash is $600,000 multiplied by (ii) 1.2. (b) Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Shares), issued subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event, then the Exchange Ratio shall be correspondingly adjusted to provide the holders of the Shares and Company Equity Awards the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event. (c) Each Share to be converted into the right to receive the Merger Consideration as provided in this Section ‎2.1.0(a) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (“Certificates”) or book-entry shares (“Book-Entry Shares”) that immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury represented such Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become have any rights with respect to such Shares other than the right to receive 1.32 receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section ‎2.2, the Merger Consideration. (subject to adjustment pursuant to Sections 2.5 and 7.1(h)d) (At the "Common Exchange Ratio") shares Effective Time, each Share held as of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time by the Company (excluding shares held by Signal dormant or any of the Signal Subsidiaries (as defined belowotherwise) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall be automatically cancelled and retired and shall cease to be outstanding exist, and no shares of Parent Common Stock shall be converted into delivered with respect thereto. (e) Parent Common Stock issued in exchange for Section 102 Shares and become Section 102 Non Trustee Shares shall be issued to the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that 102 Trustee on behalf of the Signal Preferred Stock beneficial holders of Section 102 Shares and be convertible into a number of shares of FirstMerit Section 102 Non Trustee Shares under the Assumed Company Plans. (f) The Parent Common Stock equal to the product issued as Merger Consideration shall be, upon effectiveness of the Common Exchange Ratio F-4, fully registered and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior freely tradable, and not subject to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stockany lock-up or other similar restrictions."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Stockholder of the Company, the Cash Consideration (as defined in Section 1.6(c)), less the Escrow Amount, shall be paid as follows: (i) Each share of the Company's common stock, $0.001 par value per share ("Common Stock") issued and outstanding immediately prior to the effectiveness of the Merger shall automatically be canceled and extinguished and shall no longer represent any interest in the Company nor any interest in the Surviving Corporation, Parent or Merger Sub (the holders of Common Stock are sometimes herein collectively referred to as the "Common Stockholders"). After payment of the aggregate Cash Consideration (as defined herein) to the Preferred Stockholders in accordance with this Section 1.6 and in accordance with the Company's Certificate of Incorporation, no portion of the Cash Consideration will remain available for distribution to the Common Stockholders, and accordingly, each share of Common Stock shall receive $0.00. (ii) Each share of the Company's Series A Preferred Stock, $0.001 par value per share ("Series A Preferred Stock"), Series B Preferred Stock, $0.001 par value per share ("Series B Preferred Stock"), Series C Preferred Stock, $0.001 par value per share ("Series C Preferred Stock"), Series D Preferred Stock, $0.001 par value per share ("Series D Preferred Stock"), Series E-1 Preferred Stock, $0.001 par value per share ("Series E-1 Preferred Stock"), Series E-2 Preferred Stock, $0.001 par value per share ("Series E-2 Preferred Stock"), Series E-3 Preferred Stock, $0.001 par value per share ("Series E-3 Preferred Stock"), Series E-4 Preferred Stock, $0.001 par value per share ("Series E-4 Preferred Stock"), Series E-5 Preferred Stock, $0.001 par value per share ("Series E-5 Preferred Stock") and Series E-6 Preferred Stock, $0.001 par value per share ("Series E-6 Preferred Stock"; the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock, Series E-4 Preferred Stock, Series E-5 Preferred Stock and Series E-6 Preferred Stock are sometimes hereinafter collectively referred to as the "Preferred Stock"), issued and outstanding immediately prior to the effectiveness of the Merger (each such share of Common Stock and Preferred Stock is referred to herein individually as a "Share" and collectively as the "Shares"), other than Shares held in treasury or which constitute Dissenting Shares (as defined in Section 1.6(d) below), shall automatically be canceled and extinguished and converted into the right to receive an amount equal to the corresponding purchase price of such Preferred Stock, as set forth in Exhibit 1.6(a)(ii) (the holders of Preferred Stock are sometimes herein collectively referred to as the "Preferred Stockholders" and collectively with the Common Stockholders, the "Stockholders"); provided, that if the Cash Consideration distributed to the Preferred Stockholders is insufficient to permit the receipt of such Preferred Stockholders' purchase price, the Preferred Stockholders will be entitled to receive their pro rata share of the Cash Consideration available in proportion to the respective amounts which would be received by them if their respective amounts were paid in full. (b) At the Effective Time, each Share held in treasury immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stockholder thereof, $1 par value per share (the "Signal Common Stock"), issued automatically be canceled and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), retired and all rights in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), respect thereof shall cease to be outstanding and shall be converted into and become the right to receive 1.32 exist. (subject to adjustment pursuant to Sections 2.5 and 7.1(h)c) The total cash consideration is Thirty-Eight Million Two Hundred Sixty-Nine Thousand Six Hundred Ninety-One Dollars ($38,269,691) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common StockCash Consideration"); and . (bd) each share of Any Shares with respect to which dissenters' rights have been established in accordance with the Signal 6-1/2% Cumulative Convertible Preferred StockDGCL or the California Corporations Code, Series B, no par value per share as applicable (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Dissenting Shares"), shall cease not be converted into a right to be outstanding and receive Cash Consideration pursuant to this Section 1.6 but, at the Effective Time, shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical such consideration as may be determined to that be due with respect to such Dissenting Shares in accordance with the applicable provisions of the Signal Preferred Stock and California Corporations Code or DGCL, as applicable; provided, however, that if the status of any such Shares as Dissenting Shares shall not be convertible into a number of shares of FirstMerit Common Stock equal to the product perfected, or if any such Shares shall lose their status as Dissenting Shares, then, as of the Common Exchange Ratio and the number later of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. Time or the time of the failure to perfect, or loss of, such status, such Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such Shares) the amount of Cash Consideration as set forth in this Section 1.6, without interest. The FirstMerit Common Stock Company shall give Parent prompt notice of any written notice of intent to demand, election to demand or demand received by it for appraisal rights, and FirstMerit Preferred Stock is sometimes collectively referred Parent shall have the right to herein participate in all negotiations and proceedings with respect to such demand. The Company agrees that, except with the prior written consent of Parent or as the "FirstMerit Capital Stockrequired under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such notice of intent to demand, election to demand or demand for appraisal."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue -------------------- of the Merger and without any action on the part of any party or shareholder: the holder thereof: (ai) each share of the Signal voting class A common stock, $1 par value $0.10 per share share, of the Company (the "Signal Company Class A Stock") and each share of --------------------- the voting common stock, par value $0.10 per share, of the Company (the "Company Voting Stock" and, together with the Company Class A Stock, the -------------------- "Company Common Stock")) held by the Company as treasury stock or owned by -------------------- Parent, issued or any Subsidiary (as defined below) of Parent or any Subsidiary of the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (ii) each share of common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become one share of common stock of the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 Surviving Corporation with the same rights, powers and 7.1(h)) (privileges as the "Common Exchange Ratio") shares so converted and shall constitute the only outstanding shares of common stock, no par value, capital stock of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Surviving Corporation; and (as defined herein) ("FirstMerit Common Stock"); and (biii) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Company Common Stock outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.2(a)(i), be converted into the right to receive 0.16 shares of common stock, par value $0.01 per share, of Parent (excluding shares held by Signal or any the "Parent Common Stock"), ------------------- subject to adjustment as provided in Section 1.2(b) (the "Exchange Ratio"). -------------- (i) In the event that the consolidated net debt of the Signal Subsidiaries Company, calculated as specified in Appendix I, as of the end of the last ---------- business day of the last full week immediately preceding the Closing Date (the "Closing Debt"), is greater than $75,250,000 (the "Target Debt"), the Exchange ------------ ----------- Ratio shall be adjusted to a number (rounded down to the nearest ten-thousandth) equal to the product of .16 multiplied by a fraction, (A) the numerator of which is the sum of (x) the product of $3.5536 and the Closing Outstanding Share Number (as defined below) or by FirstMerit or any and (y) the Target Debt, and (B) the denominator of which is the FirstMerit Subsidiaries sum of (as defined below), in each case other x) the product of $3.5536 and the Closing Outstanding Share Number and (y) the Closing Debt. (ii) In the event that the Closing Debt is greater than in a fiduciary capacity or as a result of debts previously contracted $90,000,000 (the "Treasury SharesHigh Target Debt"), shall cease to be outstanding and the Exchange Ratio shall be converted into and become the right adjusted ---------------- to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock (rounded down to the nearest ten-thousandth) equal to the product of .1458 multiplied by a fraction, (A) the Common Exchange Ratio numerator of which is (x) the product of $3.2382 and the Closing Outstanding Share Number minus (y) the Closing Debt minus the High Target Debt, and (B) the denominator of which is the product of $3.2382 and the Closing Outstanding Share Number. (c) One business day prior to the Closing Date, the Company shall deliver to Parent (x) a certificate, executed by the Chief Financial Officer of the Company, certifying to Parent the Closing Debt, the amount of each of the items comprising the Closing Debt set forth on Appendix I, and such other ---------- information regarding the calculation of the Closing Debt as Parent shall reasonably request and (y) a certificate executed by the Company's stock transfer agent certifying the number of shares of Signal Company Common Stock into which outstanding as of the Signal Preferred close of business on the immediately preceding business day (the "Closing Outstanding Share Number"). -------------------------------- (d) All Parent Common Stock was convertible immediately prior issued as provided in Section 1.2(a)(iii) shall be of the same class and shall have the same terms as the currently outstanding Parent Common Stock. The shares of Parent Common Stock to be received as consideration pursuant to the Effective Time.. The FirstMerit Merger with respect to shares of Company Common Stock and FirstMerit Preferred (together with cash in lieu of fractional shares of Parent Common Stock as provided in Section 1.6) is sometimes collectively referred to herein as the "FirstMerit Capital StockMerger ------ Consideration." ------------- (e) From and after the Effective Time, all shares of Company Common Stock converted in accordance with Section 1.2(a)(iii) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares (a "Certificate") shall cease to have any rights with respect thereto, except the ------------ right to receive the Merger Consideration and any dividends payable pursuant to Section 1.3(f). From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with Section 1.2(a)(ii).

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, the Securityholders’ Representative, the Paying Agent or any party or shareholder: Company Stockholder: (ai) each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding (iother than Dissenting Shares and Excluded Shares) shares held by Signal or any shall be cancelled and extinguished as of the Signal Subsidiaries (as defined below) or by FirstMerit or Effective Time without payment of any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and consideration; (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Series C-1 Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding shares held other than Dissenting Shares and Excluded Shares) shall be automatically converted into the right to receive an amount of cash (without interest) equal to (A) the Initial Series C-1 Preferred Merger Consideration Per Share; plus (B) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by Signal or (2) any of cash disbursements made from the Signal Subsidiaries Escrow Fund to the Company Stockholders in accordance with Section 11.5 (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), and otherwise in each case in accordance with the Escrow Agreement) (as and when such disbursements are made); plus (C) an amount equal to the total amount of any payments made by Parent in accordance with Section 3.6(e)(i)(A) in respect of such share of Series C-1 Preferred Stock, as applicable; plus (D) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any amount paid over to the Paying Agent by the Securityholders’ Representative (for further distribution to the Company Stockholders) in accordance with Section 13.3(i)(A) (as and when such disbursements are made); (iii) each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) shall be automatically converted into the right to receive an amount of cash (without interest) equal to (A) the Initial Series C Preferred Merger Consideration Per Share; plus (B) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any cash disbursements made from the Escrow Fund to the Company Stockholders in a fiduciary capacity or accordance with Section 11.5 (and otherwise in each case in accordance with the Escrow Agreement) (as a result and when such disbursements are made); plus (C) an amount equal to the product of debts previously contracted ("Treasury 1) such share’s Pro Rata Share multiplied by (2) any amount paid over to the Paying Agent by the Securityholders’ Representative (for further distribution to the Company Stockholders) in accordance with Section 13.3(i)(A) (as and when such disbursements are made); (iv) each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares") shall be automatically converted into the right to receive an amount of cash (without interest) equal to (A) the Initial Series B Preferred Merger Consideration Per Share; plus (B) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any cash disbursements made from the Escrow Fund to the Company Stockholders in accordance with Section 11.5 (and otherwise in each case in accordance with the Escrow Agreement) (as and when such disbursements are made); plus (C) an amount equal to the total amount of any payments made by Parent in accordance with Section 3.6(e)(i)(A) in respect of such share of Series B Preferred Stock, as applicable; plus (D) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any amount paid over to the Paying Agent by the Securityholders’ Representative (for further distribution to the Company Stockholders) in accordance with Section 13.3(i)(A) (as and when such disbursements are made); (v) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) shall be automatically converted into the right to receive an amount of cash (without interest) equal to (A) the Initial Series A Preferred Merger Consideration Per Share; plus (B) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any cash disbursements made from the Escrow Fund to the Company Stockholders in accordance with Section 11.5 (and otherwise in each case in accordance with the Escrow Agreement) (as and when such disbursements are made); plus (C) an amount equal to total amount of any payments made by Parent in accordance with Section 3.6(e)(i)(A) in respect of such share of Series A Preferred Stock, as applicable; plus (D) an amount equal to the product of (1) such share’s Pro Rata Share multiplied by (2) any amount paid over to the Paying Agent by the Securityholders’ Representative (for further distribution to the Company Stockholders) in accordance with Section 13.3(i)(A) (as and when such disbursements are made); and (vi) each share of Series 1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) shall be cancelled and extinguished as of the Effective Time without payment of any consideration; (vii) each Excluded Share shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (viii) each issued and outstanding and share of common stock, par value $0.01 per share, of Merger Sub shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) The amount of cash each Company Stockholder is entitled to receive for the shares of Company Capital Stock held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Capital Stock held by such Company Stockholder. The amount of cash to be paid to each Company Stockholder will be set forth on the Disbursement Schedule. (c) At the Effective Time: (i) Parent shall deliver, or cause to be delivered, to the Escrow Agent the Escrow Amount, to be contributed to the Escrow Fund; (ii) Parent shall pay, or cause the Surviving Corporation to pay, to the holders of the Closing Date Indebtedness an amount sufficient in order to repay all such Closing Date Indebtedness, with the result that immediately following the Closing there will be no further monetary obligations of the Surviving Corporation or any of its Affiliates with respect to the Closing Date Indebtedness outstanding immediately prior to the Closing; (iii) Parent shall pay to the Company the amount of the unpaid Benefits Liabilities, and the Company (or the Surviving Corporation or a Company Subsidiary, as applicable) shall promptly (or promptly when due, as applicable) pay, after all applicable withholding, the unpaid Benefits Liabilities to the recipients thereof in accordance with the Disbursement Schedule and the Estimated Merger Consideration Calculation and, with respect to the Bonus Plan Closing Payments, subject to the conditions set forth in Section 3.5(d); (iv) Parent shall pay, or cause the Surviving Corporation to pay, any amounts constituting Closing Date Company Transaction Expenses for which Company Expense Payoff Letters have been delivered by the Company to Parent; and (v) Parent shall deliver, or cause to be delivered, to the Securityholders’ Representative, the Representative Expense Fund for use in accordance with Article XIII. The Escrow Fund shall be held and released by the Escrow Agent in accordance with Section 3.6(e)(ii), Section 11.5 (and any other applicable provisions) of this Agreement and the Escrow Agreement. Each of the foregoing payments shall be made by wire transfer of immediately available funds to accounts designated, as applicable, by the Escrow Agent, each applicable holder of Closing Date Indebtedness, the payees of Closing Date Company Transaction Expenses, the Surviving Corporation (for further payment to the payees of Benefits Liabilities) and the Securityholders’ Representative, in each case no later than three Business Days prior to the Closing Date. (d) At the Effective Time: (i) all shares of Company Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of electronic certificates administered by Carta, Inc. representing shares of Company Capital Stock (“Certificates”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockconsideration in accordance with Section 3.4(a) (provided, Series Bhowever, no par value per share that, Certificates representing Dissenting Shares will entitle the holder thereof only to such rights as provided under the DGCL and any other applicable Law); and ("FirstMerit Series B Preferred Stock"ii) which preferred the stock shall contain terms substantially identical to that transfer books of the Signal Preferred Stock Company shall be closed and there shall be convertible into a number no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of FirstMerit Common Company Capital Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible that were outstanding immediately prior to the Effective Time.. The FirstMerit Common . (e) Parent and the Securityholders’ Representative shall instruct the Paying Agent to pay each Company Stockholder the aggregate dollar amount receivable by such holder under Section 3.4(a) following surrender (or deemed surrender) of the Certificate or Certificates representing such shares of Company Capital Stock and FirstMerit Preferred the delivery to the Paying Agent by such Company Stockholder of (i) a letter of transmittal substantially in the form attached hereto as Exhibit H (the “Letter of Transmittal”), duly executed and completed in accordance with the instructions thereto; (ii) completed IRS Forms W-8 and/or W-9, if applicable; and (iii) such other documents as may be reasonably requested by the Paying Agent. If such Certificate or Certificates are surrendered (or deemed surrendered), and such Letter of Transmittal and IRS Forms W-8 and/or W-9, if applicable, are delivered, at least three Business Days prior to the Closing Date, then Parent and the Securityholders’ Representative shall instruct the Paying Agent to pay such dollar amount to such holder by wire transfer of immediately available funds at the Closing. If such Certificate or Certificates are surrendered (or deemed surrendered), and such Letter of Transmittal and IRS Forms W-8 and/or W-9, if applicable, are delivered, after the third Business Day prior to the Closing Date, then Parent and the Securityholders’ Representative shall instruct the Paying Agent to pay such dollar amount to such holder by wire transfer of immediately available funds within three Business Days after such surrender (or deemed surrender) and delivery. Each such Certificate so surrendered (or deemed surrendered) shall be canceled. Until surrendered (or deemed surrendered) as contemplated by this Section 3.4(e), each such Certificate shall be deemed after the Effective Time to represent only the right to receive (following such surrender or deemed surrender) the consideration receivable pursuant to Section 3.4(a) with respect to the shares of Company Capital Stock previously represented by such Certificate. (f) If any Certificate shall have been lost, stolen or destroyed, then, notwithstanding anything to the contrary contained in Section 3.4(e) or Section 3.4(f), upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the presentation of such affidavit (and delivery of a duly executed and completed Letter of Transmittal and IRS Forms W-8 and/or W-9, if applicable) to the Paying Agent, Parent and the Securityholders’ Representative shall instruct the Paying Agent to pay to such Person the consideration receivable with respect to the Company Capital Stock represented by such lost, stolen or destroyed Certificate. (g) Parent shall instruct the Paying Agent, as soon as reasonably practicable following the execution and delivery of this Agreement (and in any event within three Business Days after the date hereof), to mail or otherwise deliver a Letter of Transmittal (and IRS Form W-9) to each holder of record of shares of Company Capital Stock. No interest shall accrue or be paid on the cash amount payable upon the surrender (or deemed surrender) of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the applicable cash amount is to be made to a Person other than the Person in whose name a surrendered Certificate (or Certificate that is deemed to have been surrendered) formerly evidencing shares of Company Capital Stock is sometimes collectively referred registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered (or so deemed surrendered) shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the applicable cash amount to a Person other than the registered holder of such Certificate, or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. (h) Notwithstanding anything contained herein to the contrary, neither the delivery nor surrender of Certificates shall be required under Section 3.4(e) (nor shall any affidavit be required under Section 3.4(f) in the event any Certificate shall have been lost, stolen or destroyed) as a condition for receipt of any payment or for any other reason, so long as the "FirstMerit Capital Stockholder of such Certificates validly completes and submits a Letter of Transmittal, including via online submission, in which case the underlying Certificates covered by such Letter of Transmittal shall be deemed automatically surrendered and cancelled." (i) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL, but only to the extent required thereby, Dissenting Shares shall not be converted into the right to receive the consideration described in Section 3.4(a), and holders of such Dissenting Shares shall only be entitled to receive such rights as are provided in accordance with the DGCL and any other applicable Law unless and until such holders fail to perfect or withdraw or otherwise lose such rights under the DGCL and any other applicable Law. If, after the Effective Time, any such holder of Dissenting Shares fails to perfect or effectively withdraws or otherwise loses such right, such holder’s Dissenting Shares shall thereupon be automatically treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the consideration described in Section 3.4(a), without any interest thereon (subject to the surrender of their Certificate representing such Dissenting Shares and other requirements set forth in Section 3.4(e)). The Company shall give Parent and Merger Sub prompt notice of any demands for dissenters’ rights and withdrawals of demands for dissenters’ rights. Parent will have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for dissenters’ rights or settle or offer to settle any such demand.

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock, $1 0.001 par value per share share, of the Company (the "Signal Common StockCompany Shares"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Company Shares owned beneficially by the Parent or as a result of debts previously contracted ("Treasury Shares") the Acquisition Subsidiary and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and ) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)the provisions of Section 1.9) (the "Common Exchange Ratio") such number of shares of common stock, no $0.0001 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Parent ("Parent Common Stock") as is equal to the FirstMerit Rights Plan Common Conversion Ratio (as defined herein) ("FirstMerit below). An aggregate of 12,900,000 shares of Parent Common Stock"); and Stock shall be issued to the stockholders of the Company in connection with the Merger. (b) each share The "Common Conversion Ratio" shall be obtained by dividing (i) 12,900,000 shares of Parent Common Stock by (ii) the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and total number of outstanding Company Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding options (excluding shares held by Signal or any "Options"), warrants ("Warrants") and other rights to acquire Company Shares. Stockholders of record of the Signal Subsidiaries (Company as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries Closing Date (as defined belowthe "Indemnifying Stockholders") shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the "Initial Shares"); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, in each case other than in a fiduciary capacity or as a result of debts previously contracted rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the "Treasury Escrow Shares"), shall cease be deposited in escrow pursuant to be outstanding Section 1.9 and shall be converted into held and become disposed of in accordance with the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio Escrow Agreement. The Initial Shares and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively Escrow Shares shall together be referred to herein as the "FirstMerit Capital Merger Shares." (c) Each issued and outstanding share of common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock."

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by By virtue of the Merger and without any action on the part of any party Reunion or shareholder: Chatwins: (a) each share The aggregate number of shares of the Signal common stockstock of Chatwins, $1 par value $.01 per share (the "Signal Common Stock")share, issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury SharesChatwins Common Stock") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be automatically converted into and become the right to receive 1.32 the following consideration in the manner and at the time described below: (subject to adjustment pursuant to Sections 2.5 i) at the Effective Time, 9,500,000 fully-paid and 7.1(h)) (the "Common Exchange Ratio") nonassessable shares of common stockstock of Reunion, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) value $.01 per share ("FirstMerit Reunion Common Stock"); and and (bii) each share up to an additional 500,000 shares of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share Reunion Common Stock (the "Signal Preferred StockAdditional Shares") to be issued within 30 days after the filing by Reunion of its Annual Report on Form 10-K for the year ending December 31, 2000 (the "Filing Date") as follows: (x) no shares of Reunion Common Stock unless EBITDA (as defined in clause (z) below) earned by the Chatwins Divisions (as defined in clause (z) below) during the year ending December 31, 2000 ("2000 EBITDA") is at least $19,000,000; and (y) 5 shares of Reunion Common Stock for each dollar of 2000 EBITDA earned by the Chatwins Divisions in excess of $19,000,000 up to a maximum of $20,000,000. (z) For purposes of this Agreement, "EBITDA" shall mean the earnings before interest, taxes, depreciation and amortization of the Chatwins Divisions, determined in accordance with GAAP applied on a consistent basis, without, however, any allocations related to headquarters overhead or expense, as audited by PriceWaterhouseCoopers, LLP, and the "Chatwins Divisions" shall mean the operating divisions of Chatwins known as "CPI", "Alliance", "Xxxxx", "Steelcraft" and "Auto-Lok", the Kingway material handling business of Stanwich Acquisition Corp. ("SAC"), issued which will be merged into Reunion and outstanding immediately prior to operated within the Effective Time (excluding shares held by Signal or any Auto-Lok division and the Naptech business of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted NPS Acquisition Corp. ("Treasury SharesNPS"), shall cease to which will be outstanding merged into Reunion and shall be converted into and become operated within the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockCPI division."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock, $1 .01 par value per share share, of the Company (the "Signal Common StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity Common Shares owned beneficially by the Buyer or as a result of debts previously contracted ("Treasury Shares") and (ii) the Transitory Subsidiary, Dissenting Shares (as defined below)), shall cease to be outstanding ) and Common Shares held in the Company's treasury) shall be converted into and become represent the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 the provisions of Section 1.8 and 7.1(h)1.10) (the "Common Exchange Ratio") such number of shares of common stock, no $.01 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Buyer (the FirstMerit Rights Plan "Buyer Common Stock") as is equal to the Common Conversion Ratio (as defined herein) ("FirstMerit Common Stock"below); and . (b) each Each share of the Signal 6-1/2% Cumulative Series A Convertible Redeemable Preferred Stock, Series B, no $.01 par value per share share, of the Company (the "Signal Preferred StockShares" and, together with the Common Shares, the "), Company Shares") issued and outstanding immediately prior to the Effective Time (other than Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Preferred Shares held in the Company's treasury and excluding the FrontLine Preferred Dividend Amount (as defined below)) shall be converted into and represent the right to receive (subject to the provisions of Section 1.8 and 1.10) such number of shares held of Buyer Common Stock as is equal to the Preferred Conversion Ratio (as defined below). (i) The "Common Conversion Ratio" shall be the result obtained by Signal or any of dividing (x) the Signal Subsidiaries Common Merger Shares (as defined below) or by FirstMerit or (y) the total number of outstanding Common Shares immediately prior to the Effective Time plus the total number of Common Shares issuable upon exercise of all outstanding Options (as defined herein) but excluding any such Common Shares that are subject to repurchase rights by the Company (i.e., unvested restricted Common Shares) as of the FirstMerit Subsidiaries Closing Date pursuant to the Company's 1999 Stock Option Plan and any such Common Shares that are issuable upon exercise of options granted pursuant to the Company's 1999 Stock Option Plan that have not yet vested as of the Closing Date (the "Total Outstanding Common Shares"); provided, however, that the Common Conversion Ratio shall be subject to adjustment as provided below. The "Common Merger Shares" shall be the amount equal to the Common Share Merger Consideration (as defined below) divided by the Average LOI Price; provided, however, that the total Common Merger Shares shall be subject to adjustment as provided below. The "Average LOI Price" shall equal $53.42. The "Common Share Merger Consideration" shall equal (A) the Adjusted Total Merger Consideration (as defined below), in each case other than in a fiduciary capacity or minus (B) the Bridge Loan Balance (as a result of debts previously contracted ("Treasury Shares"defined below), shall cease to be outstanding and shall be converted into and become minus (C) the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a total number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal outstanding Preferred Stock was convertible Shares immediately prior to the Effective Time.. The FirstMerit Common Stock Time (excluding any Preferred Shares issuable to FrontLine pursuant to the Amended and FirstMerit Restated Bridge Financing Agreement dated September 6, 2000 as further amended on November 6, 2000 (the "Bridge Loan Agreement") between FrontLine and the Company (the aggregate of such Preferred Stock is sometimes collectively Shares issuable under such agreement being referred to herein as the "FirstMerit Capital Stock.Bridge Loan Shares")) (such total number of outstanding Preferred Shares excluding the Bridge Loan Shares being referred to herein as the "FrontLine Preferred Shares") multiplied by $1.00 (such product being referred to herein as the "FrontLine Preferred Amount"), minus (D) the total amount of accrued but unpaid dividends on the FrontLine Preferred Shares as of the Closing Date (the "FrontLine Preferred Dividend Amount"). The "Bridge Loan Balance" means the principal amount of the loan made by FrontLine to the Company under the Bridge Loan Agreement and the interest accrued thereon as of the Closing Date. The "Adjusted Total Merger Consideration" shall equal (A) $39,000,000 minus (B) Excess Company Expenses (as hereinafter defined), minus

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Avatex or shareholder: Xetava or their respective stockholders: (ai) each Each share of Old Avatex Common Stock issued and outstanding immediately prior to the Signal Effective Time shall automatically be converted into one (1) share (the "Common Stock Exchange Ratio") of class A common stock, $1 par value $0.01 per share (the "Signal New Avatex Common Stock"), of the Surviving Corporation. (ii) (A) Each share of Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries other than Convertible Preferred Stock Electing Shares (as defined below), which shall be converted as described in each case clause (B) below, and other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and which shall be converted as described in Section 2.8 below) shall automatically be converted into 9.134 shares (the "Convertible Preferred Exchange Ratio") of New Avatex Common Stock, and become (B) each share of Convertible Preferred Stock issued and outstanding with respect to which a Convertible Preferred Stock Alternate Consideration Election (as defined below) has been effectively made and not revoked on or prior to the Election Deadline (as defined below) pursuant to Section 2.2 below (the "Convertible Preferred Stock Electing Shares") shall be automatically converted into the right to receive 1.32 the Convertible Preferred Stock Alternate Consideration (subject as defined in subparagraph (I) below). (I) For the purposes of this Agreement, the term "Convertible Preferred Stock Alternate Consideration" shall mean, for each Convertible Preferred Stock Electing Share, (1) $ 3.7408 in cash, (2) $ 8.340 (rounded to adjustment pursuant to Sections 2.5 and 7.1(h)the nearest whole dollar) principal amount of 6.75% Notes due 2002 of Newco (the "Common Exchange Ratio6.75% Notes"), which 6.75% Notes shall be issued in accordance with and governed by an Indenture substantially in the form annexed hereto as Exhibit D (the "6.75% Notes Indenture") and will be guaranteed by the Surviving Corporation as provided in the 6.75% Notes Indenture, (3) warrants to purchase 0.67456 shares (rounded to the nearest whole share) of common stock, no par value, New Avatex Common Stock exercisable on or after the day that is the three-month anniversary of FirstMerit, including the associated rights attached thereto under Closing Date (except as otherwise set forth in the FirstMerit Rights Plan Warrant Agreement (as defined hereinbelow)) ("FirstMerit Common Stock"); and (b) each share until the day that is the five-year and three-month anniversary of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value Closing Date at a price per share equal to $2.25, which warrants shall be issued pursuant to a Warrant Agreement substantially in the form annexed hereto as Exhibit E (the "Signal Preferred StockWarrant Agreement"), issued and (4) a deferred contingent cash right (rounded to the nearest whole number) (a "Convertible Preferred Deferred Contingent Cash Right") equal to 16% of the Net Recovery Participation Cap (as defined in subparagraph (II) below) divided by the total number of shares of Convertible Preferred Stock outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party ADS, Merger Sub, the Company or shareholder: (a) each share the holders of the Signal common stock, $1 par value $.00005 per share share, of Merger Sub (the "Signal Merger Sub Common Stock"), issued and each share of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation; (excluding b) Subject to Section 1.5(f), at the Effective Time, by virtue of the Merger and without any action on the part of ADS, Merger Sub, the Company or the holders of Company common stock, par value $.01 per share (the "Company Common Stock"), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a fraction (herein called the "Exchange Ratio") of one share of common stock, $.001 par value, of ADS ("ADS Common Stock"). The shares of ADS Common Stock to be received as consideration pursuant hereto (together with cash in lieu of fractional shares of ADS Common Stock as specified in Section 1.5(f) below) are referred to herein as the "Merger Consideration." (i) shares held by Signal or any of The Exchange Ratio shall be 0.75 in the Signal Subsidiaries event the Average Closing Price (as defined belowin Section 1.4(f)) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other ADS Common Stock is not less than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") $8.00 per share and not more than $16.00 per share. (ii) Dissenting Shares If the Average Closing Price is more than $16.00 per share, then the Exchange Ratio shall be the quotient derived by dividing $12.00 by the Average Closing Price. (as defined below)iii) If the Average Closing Price is less than $8.00 per share, then the Exchange Ratio shall be the quotient derived by dividing $6.00 by the Average Closing Price. (iv) If any adjustment is made to the Exchange Ratio pursuant to this Section 1.4(c), then the adjusted Exchange Ratio shall be rounded to four decimal places, rounding downward from 0.00005. (d) Immediately following the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be converted into canceled and become retired and shall cease to exist, and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except for the right to receive 1.32 receive, without interest, the consideration set forth in this Section 1.4 (subject to adjustment and any dividends or other distributions payable with respect thereto pursuant to Sections 2.5 and 7.1(hSection 1.5(d)) (the "Common Exchange Ratio") and cash in lieu of fractional shares of common stock, no par value, ADS Common Stock in accordance with Section 1.5 of FirstMerit, including this Agreement upon the associated rights attached thereto under surrender of a certificate representing such shares of Company Common Stock in accordance with the FirstMerit Rights Plan provisions of this Article I. (e) Each share of Company Common Stock held by the Company as treasury stock or owned by ADS or any Subsidiary (as defined hereinin Section 1.4(f) ("FirstMerit Common Stock"); and (bof this Agreement) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding ADS immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (f) For purposes of this Agreement, (i) the term "Average Closing Price" shall mean the average of the per share last daily closing price of ADS Common Stock as quoted on The Nasdaq National Market ("NASDAQ") (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) during the twenty (20) consecutive Trading Days which precede the fifth trading day immediately preceding the Closing Date; (ii) the term "Trading Day" shall mean any day on which the NASDAQ is open for trading; (iii) the word "Subsidiary," when used with respect to any Person, means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least fifty percent (50%) of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner (excluding shares partnerships the general partnership interests of which held by Signal such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), it being understood that representations and warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the periods during which such former Subsidiary was a Subsidiary of such Person; and (iv) the word "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stockforegoing."

Conversion of Shares. (i) Subject to the provisions of this Agreement2.1(c), at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stock, $1 par value per share (the "Signal Prudential Common Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)each a “Prudential Share”, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") all shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Prudential Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), Stock issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of Time, collectively, the Signal Subsidiaries (as defined below“Prudential Shares”) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury the Canceled Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockreceive, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that upon the surrender of the Signal Preferred Stock and share certificate evidencing such Prudential Share (it being understood that any reference herein to a “certificate” of Prudential Shares shall be convertible into a deemed to include reference to book-entry account statements relating to the ownership of shares of Prudential Common Stock): (i) the number of shares of FirstMerit Xxxxxx Common Stock equal to the product Conversion Ratio and (ii) the Cash Consideration (together, the “Merger Consideration”), as specified in this Article; (ii) All of the shares of Prudential Common Exchange Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Prudential Common Stock shall thereafter represent only the right to receive (i) the number of whole shares of Xxxxxx Common Stock which such shares of Prudential Common Stock have been converted into the right to receive, (ii) the Cash Consideration which such shares of Prudential Common Stock have been converted into the right to receive, (iii) cash in lieu of fractional shares which the shares of Prudential Common Stock represented by such certificate have been converted into the right to receive, as provided by Section 2.1(c), without any interest thereon and (iv) any dividends or distributions that the holder thereof has the right to receive pursuant to Section 2.1(d)(iii), without interest thereon; (iii) Shares of Prudential Common Stock owned as of the Effective Time by Xxxxxx, Xxxxxx Bank, Prudential or any Prudential Subsidiary (in each case except for Prudential Shares (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary capacity that are beneficially owned by third parties including all shares and share equivalents of Prudential Common Stock held in connection with Prudential’s 401(k) Plan; or (ii) held directly or indirectly in respect of debts previously contracted) (collectively, the “Canceled Shares”) shall be canceled and cease to exist at the Effective Time, and no Merger Consideration shall be delivered in exchange therefor. In the context of the conversion of Prudential Shares into the Merger Consideration, references the Prudential Shares shall not include Canceled Shares; and (iv) Each share of Xxxxxx Common Stock that is issued and outstanding immediately before the Effective Time shall, on and after the Effective Time, remain issued and outstanding as one (1) share of Xxxxxx Common Stock, and each holder thereof shall retain all rights therein. The holders of the shares of Xxxxxx Common Stock outstanding immediately prior to the Effective Time shall, immediately after the Effective Time, continue to hold a majority of the outstanding shares of Xxxxxx Common Stock. (v) Notwithstanding the foregoing, if Xxxxxx shall, at any time after the date of this Agreement and before the Effective Time, change its issued and outstanding shares into a different number of shares or a different class of shares as a result of a stock split, reverse stock split, stock dividend, spin-off, extraordinary dividend, recapitalization, reclassification, subdivision, combination of shares or other similar transaction, or there shall have been a record date declared for any such matter, then the Conversion Ratio and shall be proportionately adjusted (calculated to four (4) decimal places), so that each Prudential shareholder shall receive at the Effective Time, in exchange for his or her shares of Prudential Common Stock, the number of shares of Signal Xxxxxx Common Stock into which as would then have been owned by such Prudential shareholder if the Signal Preferred Stock was convertible immediately prior Effective Time had occurred before the record date of such event. For example, if Xxxxxx were to declare a five percent (5%) stock dividend after the date of this Agreement, and if the record date for that stock dividend were to occur before the Effective Time.. The FirstMerit Common Stock , the Conversion Ratio would be adjusted from 0.7974 to 0.8373 shares and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockCash Consideration would not be adjusted."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger merger and without any further action on the part of NEACSUB or Sheller-Globe or a holder of any party or shareholder: of the Shares (individually a "Share" xxx xollectively the "Shares") of common stock, no par value, of Sheller-Globe (the "Common Stock"): (a) Each Share issued xxx xxxstanding (which for purposes of this Agreement shall include Shares which are reserved for issuance in connection with prior mergers involving Sheller-Globe) immediately prior to the Effective Time (xxxxx than Dissenting Shares, as hereinafter defined, Shares owned by Purchaser, NEACSUB or any other subsidiary of Purchaser and Shares held in the treasury of Sheller-Globe) shall be converted into and shall represent the right to receive (i) $39 in cash (the "Cash Amount") and (ii) such Discount Junior Subordinated Notes (the "Junior Notes") to be issued by the Surviving Corporation having terms and provisions substantially in the form set forth in Annex I hereto and in such principal amount (the "Note Amount") and bearing such rate of interest as would cause such Junior Notes to have a market value, in the Investment Bankers' Opinion, equal to approximately $7.73 (the "Note Value") (the Cash Amount and the Note Amount are hereinafter sometimes collectively referred to as the "Merger Consideration"). For the purposes of this subparagraph (a), the Investment Bankers' Opinion shall mean the joint opinion with respect to the market value of the Junior Notes of Merrill Lynch Capital Markets of Merrill Lynch, Pierce, Xxxxxx & Smith Incorporated ("Mexxxxx Xynch") and Bear, Xxxxxns & Xx. Inc. ("Bear Stexxxx"), xxxxxcial advisors xx xxx Company, and Shearson Lehman Brothers Inc. ("Shearson"), financial advisor to Xxxxxaser and Sub (or, if Merrill Lynch and Bear Stearns on the one hand and Sheaxxxx xx xxx xther hand xxx xxxble to agree, an opinion of another investment banking firm of national standing chosen by them), which market value shall be determined on a fully distributed basis after the close of business on the second business day prior to the date of the Shareholders' Meeting (as defined in Section 3.10 of the Agreement and Plan). (b) Each Share held in the treasury of Sheller-Globe and each Share owned by Purchaser, NEACSUX, xx xny subsidiary of Sheller-Globe, immediately prior to the Effective Time xxxxx xe cancelled and cease to exist, and no payment or other consideration shall be made in respect thereof. (c) Each share of the Signal common stock, $1 par value $.01 per share (the "Signal Common Stock")share, of NEACSUB issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into one validly issued, fully paid and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares nonassessable share of common stock, no par value, of FirstMeritthe Surviving Corporation. (d) Notwithstanding anything in this Agreement to the contrary, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Shares which are outstanding immediately prior to the Effective Time (excluding shares and which are held by Signal or any shareholders who shall not have voted such Shares in favor of the Signal Subsidiaries (as defined below) or by FirstMerit or any adoption of this Agreement and the approval of the FirstMerit Subsidiaries (as defined below)merger and who shall have delivered a written demand for payment of the fair cash value of such Shares in the manner provided in Section 1701.85, in each case other than in a fiduciary capacity or as a result of debts previously contracted Ohio Revised Code, ("Treasury Dissenting Shares"), ) shall cease to be outstanding and shall not be converted into and become or be exchangeable for the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockthe Merger Consideration, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock but the holders thereof shall contain terms substantially identical be entitled to that payment of the Signal Preferred Stock fair cash value of such Shares in accordance with the provisions of Section 1701.85, Ohio Revised Code; provided, however, that (i) if any holder of Dissenting Shares shall subsequently withdraw his demand for payment of the fair cash value of such Shares (with the consent of the Surviving Corporation), or (ii) if any holder fails to comply with such Section 1701.85 (unless the Surviving Corporation acting through its Board of Directors waives such failure), or (iii) if the Surviving Corporation and be convertible into a number the holder of shares of FirstMerit Common Stock equal Dissenting Shares shall not have come to an agreement as to the product fair cash value of the Common Exchange Ratio such holder's Dissenting Shares, and the number neither such holder of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."Dissenting Shares nor the

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically each share of common stock or preferred stock of PictureWorks then issued and outstanding (other than shares in respect of which appraisal rights have been validly perfected in accordance with the DGCL), shall, by virtue of the Merger and without any action on behalf of iPIX, PictureWorks, Purple Sub or the part of any party or shareholder: (a) each share of the Signal common stockholder thereof, $1 par value per share (the "Signal Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant the escrow agreements provided for in Section 1.9) to Sections 2.5 receive that number of fully paid and 7.1(h)) (the "Common Exchange Ratio") nonassessable shares of common stock, no par valuevalue $0.001 per share, of FirstMeritiPIX (individually, including an "IPIX SHARE" and collectively the associated rights attached thereto under "IPIX SHARES") equal to the FirstMerit Rights Plan (as defined herein) ("FirstMerit Merger Shares, allocated with respect to holders of PictureWorks Common Stock"); Stock and (b) each share of PictureWorks Preferred Stock by first satisfying the Signal 6-1/2% Cumulative Convertible liquidation preference applicable to the PictureWorks Series A Preferred Stock, Series B, no par value per share B Preferred Stock and Series D Preferred Stock as described in clauses (the "Signal Preferred Stock"i), issued (ii) and outstanding immediately prior (iii) of this Section 1.7(b), and thereafter distributing the balance to the Effective Time holders of shares of PictureWorks Common Stock and shares of PictureWorks Preferred Stock as described in clause (iv) of this Section 1.7(b): (i) the Series A Liquidation Preference shall be satisfied with respect to each outstanding share of Series A Preferred Stock through the issuance to holders of PictureWorks Series A Preferred Stock of a number of iPIX Shares determined as the quotient of (x) $0.3233 and (y) the Preferred Measurement Price; (ii) the Series B Liquidation Preference shall be satisfied with respect to each outstanding share of Series B Preferred Stock through the issuance to holders of PictureWorks Series B Preferred stock of a number of iPIX Shares determined as the quotient of (x) $3.00 and (y) the Preferred Measurement Price; (iii) the Series D Liquidation Preference shall be satisfied with respect to each outstanding share of Series D Preferred Stock (excluding therefrom any shares held subject to recapture by Signal or any PictureWorks pursuant to the terms of that certain Escrow Agreement by and among PictureWorks, Videobrush Corporation, Sarnxxx Xxxporation and Lathxx & Xatkxxx xxxed March 16, 1999), through the issuance to such holders of PictureWorks Series D Preferred Stock of a number of iPIX Shares determined as the quotient of (x) $1.60 and (y) the Preferred Measurement Price; and (iv) the Common Merger Shares (i.e., the Merger Shares less the iPIX Shares allocated by operation of subclauses (i) through (iii) above) shall be divided proportionately among the holders of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Series A Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal , Series C Preferred Stock, Series D Preferred Stock and be convertible into a PictureWorks Common Stock issued and outstanding at the Effective Time based on the number of issued and outstanding shares of FirstMerit PictureWorks Common Stock equal to Stock, or in the product case of the Common Exchange Ratio and holders of PictureWorks Preferred Stock, the number of shares of Signal PictureWorks Common Stock into which such shares are convertible; provided, however, that if this distribution results in the Signal holders of the Series C Preferred Stock was convertible immediately prior receiving iPIX Shares with a value (based on the Preferred Measurement Price) of less than $3.20 per share of Series C Preferred Stock, then the number of iPIX Shares issuable to the Effective Time.. The FirstMerit Common Stock and FirstMerit holders of the Series C Preferred Stock is sometimes collectively referred shall be increased until the holders receive $3.20 per share (valued at the Preferred Measurement Price) before the remaining Common Merger Shares are allocated to herein as the "FirstMerit Capital other holders (i.e., excluding the holders of Series C Preferred Stock) participating in the distribution made in this subclause (iv)."

Conversion of Shares. Subject to the provisions (a) As of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof: (ai) each Each share of the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and stock of Merger Subsidiary outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 one fully paid and 7.1(h)) (the "Common Exchange Ratio") shares nonassessable share of common stock, no par valuevalue $.001 per share, of FirstMeritthe Surviving Corporation with the same rights, including powers and privileges as the associated rights attached thereto under shares so converted, and such shares shall constitute the FirstMerit Rights Plan only outstanding shares of capital stock of the Surviving Corporation. (as defined hereinii) ("FirstMerit Each share of Class A Common Stock"); , par value $0.01 per share, and (b) each share Class B Common Stock, par value $0.01 per share, of the Signal 6-1/2% Cumulative Convertible Preferred StockCompany (each a "Company Share") held by the Company as treasury stock or owned by Acquirer or any subsidiary of Acquirer shall be cancelled, Series B, and no par value per share payment shall be made with respect thereto. (the "Signal Preferred Stock"), issued and iii) Each Company Share outstanding immediately prior to the Effective Time (excluding shares held shall, except as otherwise provided in Section 1.2(a)(ii), by Signal or any virtue of the Signal Subsidiaries (as defined below) or by FirstMerit or Merger and without any action on the part of the FirstMerit Subsidiaries (as defined below)holder thereof, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share 0.1865 (the "Exchange Ratio") shares of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockfully paid and nonassessable common stock, Series B, no par value $.001 per share share, of Acquirer ("FirstMerit Series B Preferred Acquirer Common Stock"), subject to adjustment as provided below. (iv) which preferred stock shall contain terms substantially identical to that of If, the Signal Preferred Stock Average Share Price (as defined herein) is greater than fifty-nine dollars twenty-nine and be convertible into a number of shares of FirstMerit Common Stock equal to seven tenths cents ($59.297) per share, then the product of the Common Exchange Ratio shall be adjusted to equal: [(0.1865) x (59.297)] ------------------------- Average Share Price (rounded to four decimal places) (v) If, the Average Share Price is less than forty-eight dollars fifty-one and six tenths cents ($48.516) per share, then the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior Exchange Ratio shall be adjusted to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred equal: [(0.1865) x (48.516)] ------------------------- Average Share Price (rounded to herein as the "FirstMerit Capital Stock."four decimal places)

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: : (a) each share of Redeemable Preferred shall be converted into the Signal right to receive (x) an amount of cash, without interest, equal to the Redeemable Preferred Cash Amount, and (y) a number of Shares of Parent Common Stock equal to the Redeemable Preferred Conversion Number; (b) each share of Outstanding Series A Preferred shall be converted into the right to receive, (a) an amount of cash, without interest, equal to the Series A Cash Amount, and (b) a number of shares of Parent Common Stock equal to the Series A Conversion Number; (c) each share of Outstanding Series B Preferred and Series B-1 Preferred Stock shall be converted into the right to receive (a) an amount of cash, without interest; equal to the Series B Cash Amount, and (b) a number of shares of Parent Common Stock equal to the Series B Conversion Number; (d) each share of Outstanding Common shall be converted into the right to receive, (a) an amount of cash, without interest, equal to the Common Cash Amount, and (b) a number of shares of Parent Common Stock equal to the Common Conversion Number; (e) each Share held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (f) each share of common stock, $1 par value per share (the "Signal Common Stock"), issued and stock of Merger Subsidiary outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred common stock shall contain terms substantially identical to that of the Signal Preferred Stock Surviving Corporation with the same rights, powers and be convertible into a number of privileges as the shares so converted and shall constitute the only outstanding shares of FirstMerit Common Stock equal to the product capital stock of the Common Exchange Ratio Surviving Corporation. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the number Escrow Amount shall be deducted from the cash payable to each Share based on the Pro Rata Share of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein Escrow Amount as the "FirstMerit Capital Stockset forth in Section 2.08."

Conversion of Shares. Subject to the provisions of this AgreementArticle 3, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the parties hereto or the stockholders of any party or shareholder: of the parties, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Merger Corp Common Stock issued and outstanding at the Effective Time shall cease to be outstanding and shall (after giving effect to Section 3.1(b) below) be converted into one share of Company Common Stock. (b) Subject to the provisions of Sections 3.1(c) and 3.6, each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), issued and Stock outstanding immediately prior to at the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become exchanged for the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) 0.187664 (the "Common Closing Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit RCG Common Stock"); . Subject to the provisions of Sections 3.1(c) and (b) 3.6, each share of the Signal 6-1/2% Cumulative Series A Convertible Preferred StockStock of the Company ("Series A Preferred"), Series BB Convertible Preferred Stock of the Company ("Series B Preferred"), no par value per share Series C Convertible Preferred Stock of the Company ("Series C Preferred") and Series D Convertible Preferred Stock of the Company ("Series D Preferred") (the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred collectively, the "Signal Company Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become exchanged for the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit RCG Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Company Common Stock into which the Signal Preferred Stock such share of preferred stock was convertible immediately prior to the Effective Time.. The FirstMerit Time (at the conversion ratios set forth in Schedule 5.5 and without giving effect to any adjustment to such conversion ratios as may be provided in the Company's governing documents or otherwise) multiplied by the Closing Exchange Ratio. For purposes of determining the Proportionate Shares (as defined below) of the Stockholders, all shares of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred shall be treated as if converted into Company Common Stock immediately prior to the Effective Time. The aggregate number of shares of RCG Common Stock issuable pursuant to this Section 3.1(b), without giving effect to the provisions of Sections 3.1(c) and FirstMerit Preferred Stock 3.6, is sometimes collectively hereinafter referred to herein as the "FirstMerit Capital StockClosing Date Shares." (c) The Closing Date Shares may be increased or reduced pursuant to the provisions of this Section 3.1(c), as follows: (i) If the amount of Bank Debt (as defined below) is less than $34,358,818 (such difference being hereinafter referred to as the "Bank Debt Shortfall"), then the Closing Date Shares shall be increased by the number of shares (the "Bank Debt Shortfall Shares") of RCG Common Stock equal to the quotient of the Bank Debt Shortfall divided by the Base Period Trading Price (as defined below), and each Stockholder shall be entitled to receive the number of Bank Debt Shortfall Shares equal to the

Conversion of Shares. (a) Subject to the provisions of this AgreementSections 1.8(a), 1.9 and 1.10, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: shareholder of the Company: (ai) each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), issued and other than Excluded Shares, outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (that fraction of a share of the "Common Exchange Ratio") shares common stock of common stockParent, no $0.01 par valuevalue per share, of FirstMerit, including together with the associated preferred stock purchase rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Parent Common Stock"); , equal to the "Exchange Ratio," it being understood that (A) shares of Company Common Stock held by Parent, Merger Sub or their Subsidiaries shall be cancelled in the Merger without consideration and (bB) certain of the shares of Parent Common Stock issuable pursuant to this Section 1.5(a)(i) shall be held in escrow in accordance with Section 1.10; and (ii) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and common stock of Merger Sub outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value common stock of the Surviving Corporation. (iii) The term "Exchange Ratio" shall mean the fraction computed as follows: (i) if the Average Parent Closing Price is less than or equal to $27.00 per share ("FirstMerit Series B Preferred Stock") which preferred stock and greater than $24.00 per share, the Exchange Ratio shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of fraction (A) having a numerator equal to the Common Company Value, divided by $24.00 and (B) having a denominator equal to the Fully Diluted Company Share Amount; (ii) if the Average Parent Closing Price is less than or equal to $24.00 per share and greater than or equal to $18.00 per share, the Exchange Ratio shall be equal to the fraction (A) having a numerator equal to the Company Value, divided by the Average Parent Closing Price and (B) having a denominator equal to the Fully Diluted Company Share Amount; (iii) if the Average Parent Closing Price is greater or equal to $15.00 per share and less than $18.00 per share, the Exchange Ratio shall be equal to the fraction (A) having a numerator equal to the Company Value, divided by $18.00 and (B) having a denominator equal to the Fully Diluted Company Share Amount; (iv) if the Average Parent Closing Price is greater than $27.00 per share, (A) Parent may terminate this Agreement pursuant to Section 8.1(i), unless the Company makes a Company Fixed Value Election in accordance with the provisions of Section 8.1(i), in which case Parent may not terminate this Agreement pursuant to Section 8.1(i), and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior Exchange Ratio shall be equal to the Effective Time.. The FirstMerit Common Stock fraction (1) having a numerator equal to the Company Adjusted Value Amount divided by the Average Parent Closing Price and FirstMerit Preferred Stock is sometimes collectively referred (2) having a denominator equal to herein as the "FirstMerit Capital Stock."Fully Diluted Company Share Amount or (B) in the event that Parent does not terminate this Agreement pursuant to the immediately preceding clause (A), the Exchange Ratio shall be equal to the fraction (1) having a numerator equal to the Company Value, divided by $24.00 and (2) having a

Conversion of Shares. The allocation of the Merger Consideration (as defined in Section 1.5(b)(vii)) and the treatment of the Company Options and Company Warrants set forth in this Agreement reflects a 1:55-for-1 reverse stock split of the Company Common Stock previously effected by the Company, which reverse stock split the Company Stockholders, by approving this Merger Agreement, will be deemed to have approved, adopted and ratified. (a) Subject to the provisions of this AgreementSections 1.8(a) and 1.9, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: stockholder of the Company: (ai) except as provided in Section 1.5(a)(ii), each share of the Signal common stock, $1 par value $.02 per share of the Company (the "Signal Common StockCOMPANY COMMON STOCK"), issued and including each share of Company Common Stock issuable upon conversion of each share of the Series A Convertible Preferred Stock, par value $.01 per share of the Company (the "COMPANY PREFERRED STOCK") which has automatically converted by its terms into Company Common Stock immediately prior to consummation of the Merger, outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 receive, (subject to adjustment pursuant to Sections 2.5 and 7.1(h)A) (the "Common Exchange Ratio") shares that fraction of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each a share of the Signal 6-1/2% Cumulative Convertible Series G Preferred Stock, Series B, no par value per share of Parent ("SERIES G STOCK") equal to the Exchange Ratio (as defined in Section 1.5(b)(v)); (B) that portion of the Cash Consideration (as defined in Section 1.5(b)(i)) equal to the quotient (rounded to the nearest ten thousandth) obtained by dividing (1) the Cash Consideration, by (2) the Fully Diluted Company Shares Amount (as defined in Section 1.5(b)(vi))(the "Signal Preferred StockCASH EXCHANGE RATIO"); and (C) a right to that portion of the Contingent Consideration, issued if any, equal to the Contingent Exchange Ratio (as defined in Section 1.5(b)(iv)). (ii) any shares of Company Common Stock then held by Parent or any direct or indirect wholly-owned subsidiary of Parent, or by the Company in the Company's treasury shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iii) each share of the common stock of Merger Sub outstanding immediately prior to the Effective Time (excluding shares held by Signal or any shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Signal Subsidiaries Surviving Corporation. (as defined belowb) or by FirstMerit or any For purposes of this Agreement: (i) Subject to Sections 1.6 and 10.2, the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or "CASH CONSIDERATION" due to the Company Equityholders as a result of debts previously contracted ("Treasury Shares"), the Merger shall cease to be outstanding and shall be converted into and become the right to receive one share consist of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock an amount equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior $1,000,000 (as adjusted pursuant to the Effective Time.. The FirstMerit Common Stock terms of Sections 1.10 and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock10.2 of this Agreement)."

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically each outstanding share of common stock of MergerSub shall, by virtue of the Merger and without any action on the part of Parent, MergerSub, or the Company, be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Subject to Section 2.3, each issued and outstanding share of Company Preferred Stock (other than any party or shareholderDissenting Shares as defined in and to the extent provided in Section 2.12) shall be converted as follows: (ai) first, each issued and outstanding share of Series B Company Preferred Stock (other than any Dissenting Shares as defined in and to the Signal common stockextent provided in Section 2.12) shall be converted into the right to receive (1) unless otherwise previously waived by the applicable Series B Company Preferred Stock holder in a writing in form and substance satisfactory to Parent, $1 par a number of fully paid and nonassessable shares of Parent Common Stock ("Series B Liquidation Shares") with a value equal to the liquidation preference per each such share of Series B Company Preferred Stock as described in Section 2(a) of the Company's Second Restated and Amended Articles of Incorporation ("Company's Restated Articles") and (2) the additional shares of Parent Common Stock described in clause (iii) below; (ii) second, each issued and outstanding share of Series A Company Preferred Stock (other than any Dissenting Shares as defined in and to the extent provided in Section 2.12) shall be converted into the right to receive (1) unless otherwise previously waived by the applicable Series A Company Preferred Stock holder in a writing in form and substance satisfactory to Parent, a number of fully paid and nonassessable shares of Parent Common Stock ("Series A Liquidation Shares") with a value equal to the liquidation preference per each such share of Series A Company Preferred Stock as described in Section 2(b) of the Company's Restated Articles and (2) the additional shares of Parent Common Stock described in clause (iii) below;; and (iii) third, after giving effect to clauses (i) and (ii) above, each issued and outstanding share of Company Preferred Stock (other than any Dissenting Shares as defined in and to the extent provided in Section 2.12) shall be converted into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the "Signal Common Stock"Exchange Ratio," provided that for purposes of making the calculations under this clause (iii), issued the holders of the Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any will be treated as if all of the Signal Subsidiaries shares of Company Preferred Stock had been converted to Company Common Stock immediately prior to the Effective Time. For purposes of the prior sentence, the value per share of Parent Common Stock shall be the Parent Stock Price. "Parent Stock Price" means the closing price of Parent Common Stock on the NASDAQ Composite Transactions Reporting System as reported in the Wall Street Journal for the date of this Agreement (or if the date of this Agreement is not a trading date, the last trading date immediately before the date of this Agreement). After giving effect to the conversion of the Company Preferred Stock as described above, subject to Section 2.3, each issued and outstanding share of Company Common Stock (other than any Dissenting Shares as defined belowin and to the extent provided in Section 2.12) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject a number of fully paid and nonassessable shares of Parent Common Stock equal to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio." "Exchange Ratio" means the number determined by dividing (A) 4,500,000 less the sum of (i) the number of Series A Liquidation Shares plus (ii) the number of Series B Liquidation Shares, by (B) the Fully-Diluted Shares. "Fully-Diluted Shares" means the sum of (i) aggregate number of shares of common stockCompany Common Stock outstanding immediately prior to the Effective Time, no par value, (ii) the aggregate number of FirstMerit, including shares of Company Common Stock that would be issued to the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share holders of the Signal 6-1/2% Cumulative Convertible Company Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Stock outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be if such Company Preferred Stock were converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Company Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit , (iii) all Company Common Stock issuable under options to purchase shares of Company Common Stock outstanding as of the Effective Time, whether vested or unvested (each a "Company Stock Option"), (iv) all Company Common Stock issuable under stock options which the Company commits before the Effective Time to issue under the Company Option Plan but which have not yet been issued by the Company as of the Effective Time, and FirstMerit (iv) the aggregate number of Company Common Stock issuable pursuant to any and all outstanding warrants, calls, subscriptions, conversion (except for the Company Common Stock issuable upon the conversion of the Company Preferred Stock to the extent included in clause (ii) above), exchange, or other similar rights, agreements, or commitments to acquire any shares of Company capital stock, treated as if converted or exercised for Company Common Stock. The Company is sometimes collectively referred representing and warranting under Section 3.4 that (i) each share of Company Preferred Stock outstanding immediately prior to herein as the "FirstMerit Effective Time is entitled to be converted, immediately prior to the Effective Time, into one (1) share of Company Common Stock, (ii) the liquidation preference under Section 2(a) of the Company's Restated Articles is $1.00 per share of Series B Preferred Stock, and (iii) the liquidation preference under Section 2(b) of the Company's Restated Articles is $0.50 per share of Series A Preferred Stock. In no event shall the aggregate number of shares of Parent Common Stock deliverable under this section in exchange for all of the Company Capital StockStock exceed a number equal to (i) 4,500,000 less (ii) the number of shares of Parent Common Stock subject to the Substitute Stock Options."

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holders thereof, the shares of the constituent corporations shall be converted as follows: (a) each Each share of the Signal common stock, $1 par value per share (the "Signal CSBI Common Stock"), Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (excluding b) Subject to adjustment as outlined below and as set forth in Section 3.4 of this Agreement, the election rights set forth in Section 3.2 of this Agreement, the allocation provisions set forth in Section 3.3 of this Agreement and the conditions set forth herein, each share of Xxxxxxx Common Stock issued and outstanding at the Effective Time shall be converted into .8874 shares (the "Exchange Ratio") of CSBI Common Stock (the "Per Share Stock Consideration"), provided, however, that if (i) the Valuation Period Market Value of CSBI Common Stock is less than $24.00 per share, then the Exchange Ratio shall be increased by an amount equal to the product of (A) the Exchange Ratio multiplied by (B) the quotient of the difference between $24.00 less the Valuation Period Market Value divided by the Valuation Period Market Value or (ii) the Valuation Period Market Value of CSBI Common Stock is greater than $27.00 per share, then the Exchange Ratio shall be decreased by an amount equal to the product of (A) the Exchange Ratio multiplied by (B) the quotient of the difference between the Valuation Period Market Value less $27.00, divided by the Valuation Period Market Value. (c) Subject to adjustment as outlined above and as set forth in Section 3.4 of this Agreement, the election rights set forth in Section 3.2 of this Agreement, the allocation provisions set forth in Section 3.3 of this Agreement and the conditions set forth herein, each share of Xxxxxxx Common Stock (excluding shares held by Signal CSBI or any of the Signal its Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)Xxxxxxx, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"contracted) issued and (ii) Dissenting Shares (as defined below)), outstanding at the Effective Time shall cease to be outstanding and shall be converted into and become exchanged for the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Per Share Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."Consideration. 3

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Parent, Merger Sub, the Company or shareholder: (a) the holders of the following securities, each share of the Signal common stock, $1 par value per share Company's Common Stock (the "Signal Common Stock"as defined herein), Class A Stock (as defined herein), Class B Stock (as defined herein) and Preferred Stock (as defined herein) issued and outstanding immediately prior to the Effective Time (excluding (i) other than any such shares held by Signal Parent, Merger Sub, any wholly-owned subsidiary of Parent or any Merger Sub, in the treasury of the Signal Subsidiaries (as defined below) Company or by FirstMerit or any wholly-owned Subsidiary of the FirstMerit Subsidiaries (as defined below)Company, in each case other than in a fiduciary capacity or as a result which shares, by virtue of debts previously contracted ("Treasury Shares") the Merger and (ii) Dissenting Shares (as defined below))without any action on the part of the holder thereof, shall be canceled and retired and shall cease to be outstanding exist with no payment being made with respect thereto and other than fractional shares) shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock, $.25 par value, of Parent ("Parent Stock") indicated in the following table. WILL BE CONVERTED INTO THE FOLLOWING EACH SHARE OF THE FOLLOWING CLASS: NUMBER OF SHARES OF PARENT STOCK: --------------------------------- ------------------------------------ Common Stock 0.91530965 Class A Stock 0.93643246 Class B Stock 1.02833061 Preferred Stock 0.94780589 (b) The ratio of (i) the number of shares of Parent Stock into which a single share of the Signal Company's Common Stock, Class A Stock, Class B Stock and Preferred Stock was convertible immediately prior are to be converted hereunder to (ii) one share of the Effective Time.. The FirstMerit Company's Common Stock, Class A Stock, Class B Stock and FirstMerit Preferred Stock is sometimes collectively Stock, respectively, are respectively referred to herein as the "FirstMerit Capital StockCommon Stock Ratio", the "Class A Ratio", the "Class B Ratio" and the "Preferred Ratio"."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, Company or the holder of any party or shareholder: of the following securities: (a) each share All common shares, no par value, of the Signal common stock, $1 par value per share Company (the "Signal “Company Common Stock"Shares”), and all Series A Preferred Stock, no par value, of Company (“Company Preferred Shares”) issued and outstanding immediately prior to the Effective Time that are owned directly by Company (other than Company Common Shares and Company Preferred Shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by third parties (any such shares, “Trust Account Shares”) and other than Company Common Shares and Company Preferred Shares held, directly or indirectly, by Company in respect of a debt previously contracted (any such shares, “DPC Shares”)) shall be cancelled and shall cease to exist, and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor. (b) Subject to Section 1.4(d) and (e), each Company Common Share and each Company Preferred Share, but excluding Company Common Shares and Company Preferred Shares owned directly by Company or Purchaser (other than Trust Account Shares or DPC Shares) and Dissenting Shares, shall be converted, in the case of the Company Common Shares, at the election of the holder thereof in accordance with the procedures set forth in Article II, into the right to receive the following (the “Merger Consideration”), without interest: (i) shares held by Signal or any of for each Series A Share that has not been converted into a Company Common Share in accordance with the Signal Subsidiaries procedures set forth in the Company Articles, $13.60 in cash (which amount equals the “Preferred Stock Liquidation Preference” (as defined belowin the Company Articles)) (the “Preferred Cash Consideration”); and (ii) for each Company Common Share with respect to which an election to receive cash has been effectively made and not revoked or by FirstMerit lost pursuant to Section 2.3 (a “Cash Election”), $14.20 in cash (the “Cash Consideration”) (such shares collectively, “Cash Election Shares”); or (iii) for each Company Common Share with respect to which an election to receive Purchaser Common Shares has been effectively made and not revoked or any lost pursuant to Section 2.3 (a “Stock Election”), 1.747 (the “Exchange Ratio”) common shares (the “Stock Consideration”) of Purchaser, without par value (“Purchaser Common Shares”) (such shares collectively, “Stock Election Shares”); or (iv) for each Company Common Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 2.3 (collectively, the “Non-Election Shares”), the right to receive from Purchaser such Cash Consideration or Stock Consideration as is determined in accordance with Section 1.4(e). (c) All of the FirstMerit Subsidiaries Company Preferred Shares and Company Common Shares (collectively, the “Company Shares”) converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as defined belowof the Effective Time, and each certificate previously representing any such Company Share (each, a “Certificate”) and each non-certificated Company Share represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares into which the Company Common Shares represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(m), as well as any dividends to which holders of Company Shares become entitled in each case other than in accordance with Section 2.3(j). (d) If, between the date of this Agreement and the Effective Time, the outstanding Purchaser Common Shares or Company Shares shall have been increased, decreased, changed into or exchanged for a fiduciary capacity different number or kind of shares or securities as a result of debts previously contracted a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization ("Treasury but excluding any conversion of Company Preferred Shares into Company Common Shares") and (ii) Dissenting Shares (as defined below)), an appropriate and proportionate adjustment shall cease be made to be outstanding the Exchange Ratio and shall the Preferred Cash Consideration, as applicable. (i) Notwithstanding any other provision contained in this Agreement, the total number of Company Common Shares to be converted into and become the right to receive 1.32 (subject to adjustment Stock Consideration pursuant to Sections 2.5 and 7.1(h)Section 1.4(b) (the "“Stock Conversion Number”) shall be equal to the product obtained by multiplying (x) the number of Company Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and Shares outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and plus the number of shares Company Common Shares issuable to any holder of Signal Common Stock into which Company Preferred Shares who has validly elected to convert such Series A Shares in accordance with the Signal Preferred Stock was convertible immediately Company Articles prior to the Effective Time.. The FirstMerit , by (y) 0.75 (the “Stock Proportion Number”). All of the other Company Common Shares (except for Company Shares owned directly by Company or Purchaser (other than Trust Account Shares and DPC Shares) and Dissenting Shares) shall be converted into Cash Consideration. (ii) Within five business days after the Closing Date, Purchaser shall cause the Exchange Agent to effect the allocation among holders of Company Common Shares of rights to receive the Cash Consideration and the Stock Consideration as follows: (1) If the aggregate number of Company Common Shares and FirstMerit the number of Company Common Shares issuable to any holder of Company Preferred Shares who has validly elected to convert such Company Preferred Shares in accordance with the Company Articles prior to the Effective Time with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is sometimes collectively the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and (2) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "FirstMerit Capital Stock“Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration."

Conversion of Shares. Subject to the provisions of this AgreementSections 4.2 and 4.3, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stock, $1 par value per share Company Common Stock (the "Signal Common StockShares"), ) issued and outstanding immediately prior to the Effective Time (excluding other than Shares owned by the Purchaser, the Merger Sub or any other direct or indirect subsidiary of the Purchaser (icollectively, the "PURCHASER COMPANIES") shares or Shares ("DISSENTING SHARES") that are held by Signal or any stockholders exercising appraisal rights pursuant to Section 262 of the Signal Subsidiaries DGCL) shall be converted without any action on the part of the holder thereof into the right to receive that number of fully paid and nonassessable Purchaser Shares determined by the Exchange Ratio (as defined below): The Parties agree that the Exchange Ratio will be determined by using the following formulae: Exchange Ratio = 770,000 MINUS ADJUSTMENT SHARES (AS DEFINED BELOW) or by FirstMerit or any -------------------------------------------------- Company Securities Company Securities = The aggregate number of issued and outstanding shares of Company Common Stock, plus 49,000 shares of Company Common Stock subject to outstanding "in the FirstMerit Subsidiaries money" Company Options (as defined below). As of the date hereof the number of Company Securities is 18,907,786. example: as of date hereof: 770,000 = .0407239 ---------- 18,907,786 Based on the above example, the Exchange Ratio is .0407239 Purchaser Shares for each Company Share. It is further understood that the maximum number of shares of Purchaser Common Stock which will either be issued in the Merger or become subject to outstanding "in the money" options assumed by Purchaser in the Merger is 770,000, subject to reduction as follows: The 770,000 Purchaser Shares shall be reduced by the number of "ADJUSTMENT SHARES." Adjustment Shares shall be determined by dividing: (A) the amount by which the Company's total assets less accumulated depreciation or amortization as of the Effective Time less total liabilities as of the Effective Time, in each case other than determined in accordance with generally accepted accounting principles and in a fiduciary capacity manner consistent with the Company's June 30, 2000 balance sheet but including any unrecorded or unpaid severance, accounting, legal, investment banking and other expenses as a result of debts previously contracted the Effective Time ("Treasury Shares"including those liabilities triggered by the Merger), is less than $5,000,000; by (B) and (ii) Dissenting 32.50. For purposes hereof, the Purchaser Shares (as defined below)), together with any cash in lieu of fractional shares of Purchaser Common Stock to be paid pursuant to Section 4.3) shall cease to be the "MERGER CONSIDERATION." All Shares shall no longer be outstanding and shall be converted into canceled and become retired and shall cease to exist, and each certificate (each a "CERTIFICATE") representing any of such Shares shall thereafter represent only the right to receive 1.32 the Merger Consideration (subject and the right, if any, to adjustment receive cash in lieu of fractional shares) into which such Shares have been converted pursuant to Sections 2.5 and 7.1(h)) (this Article IV, or the right, if any, to receive payment from the Surviving Corporation of the "Common Exchange Ratio") shares FAIR VALUE" of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (such Shares as defined herein) ("FirstMerit Common Stock"); and (b) each share determined in accordance with Section 262 of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockDGCL."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically all of the shares of common stock, no par value, of HOL (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares held in HOL's treasury, which shall be canceled as provided in Section 1.8(c)) shall, by virtue of the Merger and without any action on the part of any party Sub, HOL or shareholder: (a) each share the holder thereof, be converted into and shall become a number of the Signal fully paid and nonassessable shares of common stock, $1 .01 par value per share share, of Parent (the "Signal Parent Common Stock"), issued and outstanding immediately prior ) equal to the Effective Time quotient of (excluding A) the aggregate amount of thirty-one million dollars (i$31,000,000) shares held divided by Signal or any of (B) the Signal Subsidiaries Parent Common Stock Price (as defined below) or by FirstMerit or any of (the FirstMerit Subsidiaries "Common Stock Merger Consideration"); (as defined below)1) provided, however, that in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting the event that, pursuant to such calculation, the Shares (as defined below)), shall cease to be outstanding and shall would be converted into and would become a number of shares of Parent Common Stock that would be, for equity accounting purposes, in excess of 19.9% of the right to receive 1.32 fully diluted voting stock of Parent (subject to adjustment pursuant to Sections 2.5 and 7.1(hwhich outstanding voting capital stock shall include, for purposes of this calculation, such shares of Parent Common Stock that would comprise the Common Stock Merger Consideration)) , then the number of shares of Parent Common Stock that would comprise the Common Stock Merger Consideration shall be reduced by such excess number of shares (such excess number of shares, the "Common Exchange RatioExcess Share Amount") of Parent Common Stock (such remaining share amount, the "Reduced Common Stock Merger Consideration"). In such event, the Shares shall, by virtue of the Merger and without any action on the part of Sub, HOL or the holder thereof, be converted into and shall become a number of fully paid and nonassessable shares of common stock, no par value, of FirstMerit, including Parent Common Stock equal to the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share sum of the Signal 6-1/2% Cumulative Convertible Reduced Common Stock Merger Consideration plus a number of fully paid and nonassessable shares of Series E Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries Stock (as defined below) or having an aggregate initial liquidation preference equal to the product of (x) the Excess Share Amount multiplied by FirstMerit or any (y) the Parent Common Stock Price (such number of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result shares of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Series E Preferred Stock, Series B, no par value per share (the "FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and Merger Consideration"); (2) provided, further, however, that in no event shall the Shares be convertible converted into a number of shares of FirstMerit Common Series E Preferred Stock equal to that would have an aggregate initial liquidation preference in excess of six million dollars ($6,000,000); (3) provided, still further, however, that in the product of the Common Exchange Ratio and event the number of shares of Signal Common Stock into which the Signal Series E Preferred Stock was convertible immediately prior to that would comprise the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as Merger Consideration would have an aggregate initial liquidation preference of one million dollars ($1,000,000) or less (such dollar amount, the "FirstMerit Capital Stock.Cash Merger Consideration"), then, at the option of Parent, the Shares shall, by virtue of the Merger and without any action on the part of Sub, HOL or the holder thereof, be converted into and shall become the sum of a number of fully paid and nonassessable shares of Parent

Conversion of Shares. (a) Subject to the provisions of this AgreementSections 1.8(c) and 1.9, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any party or shareholder: shareholder of the Company: (ai) each share of the Signal common stock, $1 par value per share Common Stock of the Company (the "Signal Company Common Stock"), issued each share of the Series A Preferred Stock of the Company (the "Series A Preferred Stock") and each share of the Series A-1 Preferred Stock of the Company (the "Series A-1 Preferred Stock") outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall will be converted into and become the right to receive 1.32 the "Applicable Fraction" (subject to adjustment pursuant to Sections 2.5 and 7.1(has defined in Section 1.5(b)(i)) (of a share of the "Common Exchange Ratio") shares of common stock, no par valuevalue $0.0001 per share, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) Parent ("FirstMerit Parent Common Stock"); and ; (bii) each share of Series B Preferred Stock of the Signal 6-1/2% Cumulative Convertible Company (the "Series B Preferred Stock" and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, Series B, no par value per share (the "Signal Company Preferred Stock"), issued and if any, outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall will be converted into and become the right to receive one the fraction of a share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Parent Common Stock equal to the product Class B Fraction (as defined in Section 1.5(b)(vii)); and (iii) each share of the Common Exchange Ratio and the number common stock, par value $0.0001 per share, of shares of Signal Common Stock into which the Signal Preferred Stock was convertible Merger Sub outstanding immediately prior to the Effective Time.. Time will be converted into one share of common stock of the Surviving Corporation. (b) For purposes of this Agreement: (i) The FirstMerit Common Stock and FirstMerit "Applicable Fraction" will be the fraction: (A) having a numerator equal to the amount by which the Total Purchase Price (as defined in Section 1.5(b)(v)) exceeds the sum of the Aggregate Series B Preferred Stock is sometimes collectively referred Liquidation Preference (as defined in Section 1.5(b)(ii)) and the Aggregate Series B Warrant Amount (as defined in Section 1.5(b)(vi)); and (B) having a denominator equal to herein the amount determined by multiplying (1) the Adjusted Fully Diluted Company Share Amount (as defined in Section 1.5(b)(iii)) by (2) the Designated Parent Stock Price (as defined in Section 1.5(b)(iv)). (ii) The "Aggregate Series B Preferred Stock Liquidation Preference" will be the amount determined by multiplying (A) $1.7699 (representing the "FirstMerit Capital Stock."Liquidation

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: the holder thereof (subject to the last paragraph of this Section 3.01): (a) each Each share of the Signal common stockCompany PIK Preferred Stock, $1 par value $.01 per share (the "Signal COMPANY PIK PREFERRED STOCK"), outstanding immediately prior to the Effective Time shall be converted into the right to receive $1,000 in cash, plus accrued and unpaid dividends thereon to but not including the Effective Time, without interest (the "PIK PREFERRED MERGER CONSIDERATION"); (b) Each share of Company Payable in Kind Cumulative Redeemable Convertible Preferred Stock, Series B, par value $.01 per share (the "COMPANY SERIES B PREFERRED STOCK" and together with the Company PIK Preferred Stock, the "COMPANY PREFERRED STOCK"), outstanding immediately prior to the Effective Time shall be converted into the right to receive, subject to Section 3.09, the greater of (i) $1,000 in cash, plus accrued and unpaid dividends thereon to but not including the Effective Time, without interest, and (ii) the amount such share of Series B Preferred Stock would have received in the Merger had such share been converted into Common Shares immediately prior to the Effective Time (the "SERIES B PREFERRED MERGER CONSIDERATION" and together with the PIK Preferred Merger Consideration, the "PREFERRED MERGER CONSIDERATION"); (c) Except as otherwise provided in Section 3.01(d), or Section 3.03, each share of Company common stock, $.01 par value (the "COMMON SHARES", and together with the Company Preferred Stock, the "SHARES") outstanding immediately prior to the Effective Time (other than Shares, if any, held by any Parent Subsidiary or Company Subsidiary which shall remain outstanding) shall be converted into the right to receive, subject to Section 3.09, $4,565 in cash, without interest (the "COMMON STOCK MERGER CONSIDERATION", and together with the Preferred Merger Consideration, the "MERGER CONSIDERATION"); (d) Each Share held in the treasury of the Company, if any, and each Share held by Parent immediately prior to the Effective Time shall be cancelled and retired and cease to exist, and no payment shall be made with respect thereto; and (e) Each share of Common Stock of the Sub, par value $.01 per share (the "SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 a fully paid and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each nonassessable share of Common Stock of the Signal 6-1/2% Cumulative Convertible Surviving Corporation. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that in no event shall the sum of (w) the aggregate number of Common Shares into which the Company Series B Preferred StockStock is convertible times the Common Stock Merger Consideration, Series B, no par value per share (x) the "Signal Preferred Stock"), aggregate number of Common Shares issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of including the Signal Subsidiaries (as defined belowVanguard Stockholders Rollover Shares) or by FirstMerit or any of times the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and Merger Consideration, (y) the number of shares Common Shares issuable upon exercise of Signal all Options times the Common Stock Merger Consideration, less the aggregate exercise price of all Options and (z) the aggregate number of Common Shares into which the Signal Preferred 8.18% Note is convertible times the Common Stock was convertible immediately prior Merger Consideration exceed $1. 220 billion (and, to the Effective Time.. The FirstMerit extent there is any such excess, the Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockMerger Consideration shall be reduced accordingly)."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue -------------------- of the Merger and without any action on the part of the shareholders of the Company or Merger Sub or any party or shareholder: of the parties hereto: (a) Each share of Common Stock, par value $.001 per share, of the Company (the "Company Common Stock") issued and outstanding immediately -------------------- prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 3.1(e)) shall be canceled and shall be converted automatically into the right to receive $2.25 in cash (the "Common Stock Merger ------------------- Consideration") payable, without interest, to the holder of such share of ------------- Company Common Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Company Common Stock. (b) Each share of Preferred Stock, par value $.01 per share, of the Company (the"Company Preferred Stock") designated as Series B Preferred (the ----------------------- "Series B Preferred Stock") issued and outstanding immediately prior to the ------------------------- Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the sum of (x) the liquidation preference associated with such share of Series B Preferred Stock (i.e., $50) plus (y) the accrued and unpaid dividends on such share of Series B Preferred Stock (the "Series B -------- Preferred Stock Merger Consideration"), payable, without interest, to the holder ------------------------------------ of such share of Series B Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series B Preferred Stock. (c) Each share of Company Preferred Stock designated as Series C Preferred (the "Series C Preferred Stock") issued and outstanding immediately ------------------------ prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the product of (x) the Common Stock Merger Consideration multiplied by (y) the number of shares of Company Common Stock into which such share of Series C Preferred Stock is convertible immediately prior to the Effective Time (the "Series C Preferred Stock Merger Consideration"), payable, --------------------------------------------- without interest, to the holder of such share of Series C Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series C Preferred Stock. (d) Each share of Company Preferred Stock designated as Series D Preferred (the "Series D Preferred Stock") issued and outstanding immediately ------------------------ prior to the Effective Time (other than any shares of Series D Preferred Stock to be canceled pursuant to Section 3.1(e) and any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the sum of (x) the liquidation preference associated with such share of Series D Preferred Stock (i.e., $50) plus (y) the accrued and unpaid dividends on such share of Series D Preferred Stock (the "Series D -------- Preferred Stock Merger Consideration"), payable, without interest, to the holder ------------------------------------ of such share of Series D Preferred Stock, upon surrender, in the manner provided in Section 3.3, of the certificate that formerly evidenced such share of Series D Preferred Stock. (e) Each share of Company Common Stock and Company Preferred Stock held in the treasury of the Company immediately prior to the Effective Time and each share of Company Common Stock and Company Preferred Stock owned by Parent or any of its Subsidiaries immediately prior to the Signal Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto. (f) Each share of common stock, $1 par value per share (the "Signal Common Stock"), stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 Surviving Corporation with the same rights, powers and 7.1(h)) (privileges as the "Common Exchange Ratio") share so converted, and all such shares of Surviving Corporation common stock, no par value, of FirstMerit, including stock shall constitute the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share only outstanding shares of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding Surviving Corporation immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to after the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party Party or shareholder: the holder of any of the following securities: (a) each Each share of the Signal common stock(i) Common Stock, $1 .01 par value per share share, of the Company (the "Signal Common StockShares"), (ii) Series A Preferred Stock, $.01 par value per share, of the Company ("Series A Shares"), (iii) Series B Preferred Stock, $.01 par value per share, of the Company ("Series B Shares"), (iv) Series C Preferred Stock, $.01 par value per share, of the Company ("Series C Shares"), (v) Series D Preferred Stock, $.01 par value per share, of the Company ("Series D Shares"), and (vi) Series E Preferred Stock, $.01 par value per share, of the Company ("Series E Shares") (the Series A Shares, the Series B Shares, the Series C Shares, the Series D Shares and the Series E Shares are collectively referred to herein as the "Preferred Shares" and the Preferred Shares and the Common Shares are collectively referred to herein as the "Company Shares") issued and outstanding immediately prior to the Effective Time (excluding other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company's treasury) shall be converted into and represent the right to receive from Buyer (isubject to the provisions of Section 1.9) shares held by Signal or any consideration equal to the Merger Value (as defined below). (b) For purposes of this Agreement, the Signal Subsidiaries "Merger Value" shall equal the Merger Consideration (as defined below) or divided by FirstMerit or any of the FirstMerit Subsidiaries Fully Diluted Common Share Equivalents (as defined below), in each case other than in a fiduciary capacity or as a result . "Merger Consideration" shall mean the sum of debts previously contracted ("Treasury Shares"i) $6,400,000 and (ii) Dissenting Shares the Closing Value (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") of 1,240,054 shares of common stock, no $.001 par valuevalue per share, of FirstMerit, including the associated rights attached thereto under Buyer (the FirstMerit Rights Plan (as defined herein) ("FirstMerit Buyer Common Stock"); , subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between date of this Agreement and the Effective Time, minus (biii) each share the consideration to be paid by Buyer under the terms of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share First Merger Agreement (as set forth in Section 1.10 below). "Fully Diluted Common Share Equivalents" shall mean the "Signal Preferred Stock"), issued and sum of (i) the number of outstanding Common Shares immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."after giving

Conversion of Shares. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue as a result of the Merger I and without any action on the part of the holder of any party capital stock of the Company, Parent or shareholder: either Merger Sub, except as otherwise provided in Section 2.02(c) or Section 2.05, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, without interest thereon (the “Merger Consideration”): (i) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.03(c) (each, a “Mixed Consideration Electing Share”) and each Non-Electing Share shall be converted into the right to receive (A) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Mixed Election Stock Consideration”) equal to the product (rounded to the nearest four decimal places) of (w) the Exchange Ratio and (x) 0.50 and (B) an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (y) the Per Share Price and (z) 0.50 (the “Mixed Election Cash Consideration” and, together with the Mixed Election Stock Consideration, the “Mixed Election Consideration”); (ii) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked pursuant to Section 2.03(c) (each, a “Cash Electing Share”) shall be converted into the right to receive an amount in cash, without interest, equal to the Per Share Price; provided that if the product of the number of Cash Electing Shares and the Per Share Price (such product, the “Aggregate Cash Election Amount”) exceeds the Available Cash Election Amount, then each Cash Electing Share shall be converted into the right to receive (1) an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (w) the Per Share Price and (x) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Aggregate Cash Election Amount (such amount of cash, the “Cash Portion”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to a fraction (rounded to the nearest four decimal places), the numerator of which shall be an amount equal to the Per Share Price minus the Cash Portion and the denominator of which shall be the Parent Share Price; and (iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked pursuant to Section 2.03(c) (each, a “Stock Electing Share”) shall be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Election Consideration”); provided that if the Available Cash Election Amount exceeds the Aggregate Cash Election Amount, then each Stock Electing Share shall be converted into the right to receive (x) an amount in cash (rounded to the nearest two decimal places), without interest, equal to (1) the amount by which the Available Cash Election Amount exceeds the Aggregate Cash Election Amount, divided by (2) the number of Stock Electing Shares (such amount of cash, the “Cash Substitution Amount”) and (y) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the quotient (rounded to the nearest four decimal places) obtained by dividing (a) an amount equal to the Per Share Price minus the Cash Substitution Amount by (b) the Parent Share Price. (iv) At the Effective Time, all such shares of Company Common Stock (other than Excluded Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (A) each Certificate formerly representing any of the shares of Company Common Stock (other than Excluded Shares) and (B) each book-entry account formerly representing any Uncertificated Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, any distributions or dividends payable pursuant to Section 2.04(h) and cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.07, without interest, in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.04, in the case of certificated shares of Company Common Stock, and automatically in the case of Uncertificated Shares, and each Certificate and Uncertificated Share formerly representing shares of Company Common Stock owned by Dissenting Shareholders shall thereafter represent only the rights granted to Dissenting Shareholders under Delaware Law. (v) Maximum Merger Consideration. For the avoidance of doubt: (A) Subject to Section 2.13, the Mixed Election Cash Consideration shall not exceed fifty percent (50%) of the Per Share Price; and (B) The aggregate amount of cash paid (not including cash paid pursuant to Section 2.07), and the aggregate number of shares of Parent Common Stock issued, to all of the holders of Company Common Stock pursuant to this Section 2.02(a) shall not exceed the aggregate amount of cash that would have been paid (not including cash that would have been paid pursuant to Section 2.07), and the aggregate number of shares of Parent Common Stock that would have been issued, to all of the holders of shares of Company Common Stock had the Mixed Election been made with respect to each share of the Signal common stock, $1 par value per share (the "Signal Company Common Stock"), . (vi) The term “Available Cash Election Amount” means the difference between (1) the product of the Mixed Election Cash Consideration and the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted Excluded Shares) minus ("Treasury Shares"2) and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio number of Mixed Consideration Electing Shares (including any Non-Electing Shares and Dissenting Shares) and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockMixed Election Cash Consideration."

Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of At the Merger and without any action on the part of any party or shareholder: Time: (a) each share of capital stock of the Signal common stock, $1 par value per share (Company held by the "Signal Common Stock"), issued and outstanding Company as treasury stock immediately prior to the Effective Merger Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below)will be cancelled, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to no payment will be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and made with respect thereof; (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and common stock of Newco outstanding immediately prior to the Effective Merger Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall will be converted into and become one share of common stock of the Surviving Company and will constitute the only outstanding shares of capital stock of the Surviving Company; and (c) each Preferred Share outstanding immediately prior to the Merger Time will, except as otherwise provided in Section 2.4.(a) and unless the Shareholders make a Taxable Transaction Election, be converted into: (i) a number of QFC Shares equal to the Preferred Amount/QFC Shares, first divided by $39.075, then divided by the number of Preferred Shares (subject to the adjustment set forth in Section 2.5); (ii) the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock(at the time and manner, Series Band subject to the conditions and adjustments, no par value per share ("FirstMerit Series B Preferred Stock"set forth in Section 2.6) which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock an amount in cash, without interest, equal to the product of the Common Exchange Ratio and Preferred Amount/Cash, divided by the number of shares Preferred Shares; and (iii) the number of Signal QFC Shares that are included in the Preferred Merger Consideration pursuant to Section 2.6.(c), divided by the number of Preferred Shares. (d) each Common Stock into which the Signal Preferred Stock was convertible Share outstanding immediately prior to the Effective Time.. The FirstMerit Merger Time will, except as otherwise provided in Section 2.4.(a) and unless the Shareholders make a Taxable Transaction Election, be converted into: (i) a number of QFC Shares equal to the Common Stock Amount/QFC Shares, first divided by $39.075, then divided by the number of Common Shares (subject to the adjustment set forth in Section 2.5); (ii) the right to receive (at the time and FirstMerit manner, and subject to the conditions and adjustments, set forth in Section 2.6) an amount in cash, without interest, equal to the Common Amount/Cash, divided by the number of Common Shares; and (iii) the number of QFC Shares that are included in the Common Merger Consideration pursuant to Section 2.6.(c), divided by the number of Preferred Stock is sometimes collectively referred Shares. Delivery of Preferred Shares and Common Shares to herein QFC will be effected, the cash included in the Merger Consideration will be paid, and risk of loss and title to the Preferred Shares and Common Shares will pass, only upon proper delivery of the certificates representing the Preferred Shares and Common Shares to QFC as the "FirstMerit Capital Stockdescribed in Section 3.1.(f)."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of ---------------------- the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any party or shareholder: of the following securities: (a) each issued and outstanding share of the Signal Company's Class A common stock, $1 par value $.01 per share (the "Signal Class A Stock") and Class B Common Stock, par value $.01 (the "Class B Stock," together with the Class A Stock, the "Common Stock") held by the Company as treasury stock and each issued and outstanding share of the Common Stock owned by any subsidiary of the Company, Parent, Merger Subsidiary, any other subsidiary of Parent or by CD Entertainment Ltd. (collectively, the "Controlling Stock"), shall be canceled and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto; (b) each issued and outstanding immediately prior to share of Class A Stock, other than those shares of Class A Stock constituting Controlling Stock (the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below"Class A Exchange Stock"), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject an amount in cash, without interest, equal to adjustment pursuant to Sections 2.5 and 7.1(h)) $1.10 (the "Common Exchange RatioClass A Consideration") shares payable to the record owner thereof upon surrender of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan Certificate (as defined herein) ("FirstMerit Common Stock"); with respect to such shares and (b) each issued and outstanding share of the Signal 6-1/2% Cumulative Convertible Preferred Class B Stock, Series B, no par value per share other than those shares of Class B stock constituting Controlling Stock (the "Signal Preferred Class B Exchange Stock," and together with the Class A Exchange Stock, the "Exchange Stock"), issued and outstanding immediately prior shall be converted to the Effective Time right to receive an amount in cash, without interest, equal to $1.10 (excluding shares held by Signal or any the "Class B Consideration," together with the Class A Consideration, the "Merger Consideration") payable to the record owner thereof upon surrender of the Signal Subsidiaries (as defined below) or by FirstMerit or any Certificate with respect to such shares. At the Effective Time, all such shares of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), Common Stock shall cease to no longer be outstanding and shall automatically be converted into canceled and become retired and shall cease to exist, and each holder of a certificate or other reasonable evidence of ownership of non-certificated shares, including, but not limited to, those held electronically or in street name (collectively, a "Certificate") representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive one the Merger Consideration, without interest; and (c) each issued and outstanding share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stockcapital stock or ownership interest of Merger Subsidiary shall be converted into one fully paid and nonassessable share of Class A common stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that $0.01, of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital StockSurviving Corporation."

Conversion of Shares. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: : (a) each share of the Signal common stock, $1 par value $0.01 per share share, of AmDoc (the "Signal AmDoc Common Stock"), ) issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result shares of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease AmDoc Common Stock to be outstanding canceled in accordance with Section 2.3 hereof and shall any Dissenting AmDoc Shares) shall, without any action by the holder thereof, be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") 1.2509 shares of common stockClass A Common Stock, no par valuevalue $0.001 per share, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ARC ("FirstMerit ARC Class A Common Stock"); , subject to adjustment as provided in Sections 2.10 and 2.12 hereof; (b) each share of the Signal 6-1/2% Cumulative Series A Convertible Preferred Stock, Series B, no par value $0.01 per share share, of AmDoc (the "Signal AmDoc Series A Preferred Stock"), ) issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result shares of debts previously contracted ("Treasury Shares"), shall cease AmDoc Series A Preferred Stock to be outstanding canceled in accordance with Section 2.3 hereof and shall any Dissenting AmDoc Shares) shall, without any action by the holder thereof, be converted into and become the right to receive one 1.2509 shares of Series A-1 Preferred Stock, par value $0.001 per share, of ARC (which will have the voting powers and such designations, preferences and relative, participating, optional and other special rights, and qualifications limitations and restrictions thereof as are stated and expressed in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock attached hereto as Exhibit C) ("ARC Series A-1 Preferred Stock"), subject to adjustment as provided in Sections 2.10 and 2.12 hereof; and (c) each share of FirstMerit 6-1/2% Cumulative Series B Redeemable Convertible Preferred Stock, Series B, no par value $0.01 per share share, of AmDoc ("FirstMerit AmDoc Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock issued and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible outstanding immediately prior to the Effective Time.. The FirstMerit Common Time (other than shares of AmDoc Series B Preferred Stock to be canceled in accordance with Section 2.3 hereof and any Dissenting AmDoc Shares) shall, without any action by the holder thereof, be converted into the right to receive 1.2509 shares of Series A-2 Preferred Stock, par value $0.001 shares, of ARC (which will have the voting powers and such designations, preferences and relative, participating, optional and other special rights, and qualifications limitations and restrictions thereof as are stated and expressed in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock attached hereto as Exhibit C) ("ARC Series A-2 Preferred Stock"), subject to adjustment as provided in Sections 2.10 and 2.12 hereof; and (d) each share of Series C Redeemable Convertible Preferred Stock, par value $0.01 per share, of AmDoc ("AmDoc Series C Preferred Stock" and together with the AmDoc Series A Preferred Stock and FirstMerit the AmDoc Series B Preferred Stock, the "AmDoc Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares of AmDoc Series C Preferred Stock is sometimes collectively referred to herein be canceled in accordance with Section 2.3 hereof and any Dissenting AmDoc Shares) shall, without any action by the holder thereof, be converted into the right to receive 1.2509 shares of Series A-3 Preferred Stock, par value $0.001 per share, of ARC (which will have the voting powers and such designations, preferences and relative, participating, optional and other special rights, and qualifications limitations and restrictions thereof as are stated and expressed in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock attached hereto as Exhibit C) ("FirstMerit Capital ARC Series A-3 Preferred Stock"), subject to adjustment as provided in Sections 2.10 and 2.12 hereof."