Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six Common Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board With the affirmative vote of Directors a majority of the Continuing Directors, the Company may, at its option, may at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six Common Shares one share of Circuit City Stock per Circuit City Right and one share of CarMax Stock per CarMax Right, each such ratio being appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (each such exchange ratio being hereinafter referred to as the an "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the total Voting Rights of all the Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares shares of Circuit City Stock or CarMax Stock, as the Company case may be, equal to the number of such Rights held by such holder multiplied by the applicable Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute (i) Series E Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for shares of Circuit City Stock exchangeable for Circuit City Rights, at the initial rate of one four-hundredths of a Series E Preferred Share (or equivalent preferred share) for each share of Circuit City Stock and (ii) Series F Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for shares of CarMax Stock exchangeable for CarMax Rights, at the initial rate of one four-hundredths of a Series F Preferred Share (or equivalent preferred share) for each share of CarMax Stock, such rates, in the case of clause (i) or (ii) of this Section 24(c), to be appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of a Common Share shall have the same voting rights as such Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or Preferred Shares authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this subsection (e), the current market value of a whole Common Share shall be the closing price of such Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or common stock equivalents (as defined in Section 11(a)(iii) hereof), or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of common stock equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or common stock equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or common stock equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares Stock which are authorized by the Company's Articles of the Company issued Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions fractional shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the Companyvalue of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). The Board of Directors shall not be empowered to effect an exchange after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeholders. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of valid Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rightsheld. (c) In any exchange pursuant to this Section, the Company, at its option, may substitute Preferred Shares for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or Preferred Shares authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this SECTION 24Rights, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rightsissuance. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail give a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agentso exchanged in accordance with Section 25 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock, for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this SECTION 24Section 23, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock) such that the RightsCurrent Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable as of the date of such exchange. (d) The Prior to effecting an exchange pursuant to this Section 23, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall not be required to issue fractions of Common Shares of then approve (the Company“Trust Agreement”). In lieu of such fractional Common SharesIf the Board so directs, the Company shall pay enter into the Trust Agreement and shall issue to the registered holders trust created by such agreement (the “Trust”) all of the Right Certificates with regard shares of Common Stock, Preferred Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such fractional Common Shares shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the CompanyTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and subject to adjustment as set forth in clause (c) below (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after (1) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding or (2) the occurrence of an event specified in Section 13(a) hereof. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with simultaneous written notice to the Rights Agent) of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, in its discretion, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)) having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such shares of Preferred Stock or fractions thereof (or equivalent preferred shares). (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares of the Company exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share of the Company, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share of the Company shall have the same voting rights as one Common Share of the Company. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common SharesShares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable issued an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company. For the purposes of this paragraph (e), the current market value of a whole Common Share of the Company shall be the closing price of a Common Share of the Company (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action actions as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this subsection (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock share split, stock dividend share distribution or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to the applicable laws, rules and regulations, and subject to Section 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part any portion of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect any such exchange at any time after any Person (other than a Company Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24(a), and without any further action and without any notice, the right to exercise such the Rights that are to be exchanged shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that exchange and the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon Rights; provided, however, that the registry books failure of the Rights Agent. Any Company to promptly give, or any defect in, any such notice which is mailed in shall not affect the manner herein provided shall be deemed given, whether legality or not the holder receives the noticevalidity of such exchange. Each such notice of exchange mailed to the holders of such Rights will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected effected, and, in the event of any partial exchange, the percentage of the total Rights, and the number of Rights which such holder’s Rights, that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall are not be sufficient shares of Common Shares of the Company Stock that are either issued but not outstanding or authorized but unissued not issued to permit any the exchange of all of the Rights as contemplated ordered by the Board of Directors to be exchanged in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize such number of additional shares of Common Shares Stock to provide for the full issuance of the Company for issuance shares of Common Stock required to be issued upon exchange of such Rights. In the Rightsevent the Company, after good faith effort, is unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, such number of Preferred Shares (or such fraction of a Preferred Share) as shall have a current per share market price equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares (or such fraction of a Preferred Share). (d) The Company shall not be required to issue fractions of a share of Common Shares Stock upon any exchange of the CompanyRights, or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this Section 24(d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail give a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. so exchanged in accordance with Section 25 hereof Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock, for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this SECTION 24Section 23, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock) such that the RightsCurrent Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable as of the date of such exchange. (d) The Prior to effecting an exchange pursuant to this Section 23, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall not be required to issue fractions of Common Shares of then approve (the Company“Trust Agreement”). In lieu of such fractional Common SharesIf the Board so directs, the Company shall pay enter into the Trust Agreement and shall issue to the registered holders trust created by such agreement (the “Trust”) all of the Right Certificates with regard shares of Common Stock, Preferred Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such fractional Common Shares shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the CompanyTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for Common Shares of the Company Stock or Common Stock Equivalents at an exchange ratio of six one share of Common Shares Stock or Common Stock Equivalent per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock representing 50% or more of the shares of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their the last addresses of the holders as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of any exchange hereunder. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) held by each holder of such Rights. (c) In the event that If there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereofof this Agreement) for shares of Common Shares Stock, each Right being exchangeable for one (1) share of the Company at an exchange ratio of six Common Shares per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof of this Agreement (such number of shares of Common Stock issuable in exchange ratio for one (1) Right being hereinafter referred to herein as the "EXCHANGE RATIOExchange Shares"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) together with all Affiliates and Associates of such Person, becomes the Beneficial owner of fifty percent (50%) or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereofof this Agreement) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(ii) of this Agreement. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates that evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock (as determined pursuant to Section 11(d) of this Agreement) for the CompanyTrading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Triggering Event, upon resolution of a majority of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Company shall not effect such an exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) becomes the Beneficial Owner of 50% or more of the then outstanding Common Shares. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that Company, at its option, may substitute Preference Shares (or equivalent preference shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one-hundredth of a Preference Share (or equivalent preference share) for each Common Share, as appropriately adjusted to reflect adjustments in the Preference Shares pursuant to the terms thereof. (d) If there shall not be sufficient Common Shares of the Company or Preference Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preference Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice and notice to the Rights Agent of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereofof this Agreement) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 of this Agreement) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Board of Directors of the Company shall take all such action actions as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this subsection (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) of this Agreement) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Sections 7(e) and 11(a)(ii) hereof) for Common Shares of the Company Corporation at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Sections 7(e) and 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one-thousandth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company Corporation shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or Common Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandths of a Preferred Share (or an appropriate number of Common Stock Equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized by the Company’s certificate of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares of the Company or Common Stock Equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company’s certificate of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares of the Company or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the CompanyRights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing shares of Common Stock or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”), issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, such Board may delay the occurrence of the Distribution Date to such time as such Board deems advisable; provided that the Distribution Date must occur no later than 20 days after the Shares Acquisition Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any -------- ------- defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six three Common Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The By the vote of a majority of the Board of Directors of Directors, the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio rate of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange ratio being hereinafter referred to as at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the "EXCHANGE RATIO")Beneficial Owner of 50% or more of any class of voting stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Common Shares of the Company for Rights rights will be effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall either take all such action as may be necessary to authorize additional Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the RightsRights or, alternatively, by the vote of a majority of the Board of Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(d), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock or Preferred Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional share of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current fair market value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the Companyfair market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to the Company's employee benefit plans, where such option is exercised for Common Shares securities of the Company or surrendered for cash) for shares of Common Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors may effect such an exchange only if there are at least two Continuing Directors then in office and a majority of such Continuing Directors concur with such exchange. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION 24 Section 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of PAGE Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this subsection (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24(a), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly notify the Rights Agent in writing of any such exchange and shall give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to the Rights Agent and to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute interests in Common Shares for any other security of the Company, at the initial rate of a specified interest, as determined by the Board, in such security for each Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event that the Company, after good faith effort, shall be unable to take such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Common Shares or shares of preferred stock, notes, debentures or other securities, or any combination thereof, having an aggregate value equal to the Rights to be exchanged, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors Trustees of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company at an any exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Trustees shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors Trustees of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that there shall not be sufficient Company, at its option, may substitute for any Common Shares Share exchangeable for a Right (i) common stock equivalents, (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which the Board of Trustees of the Company issued but not outstanding or authorized but unissued shall have determined in good faith to permit any be equal to the Current Market Price of one Common Share (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange of Rights as contemplated in accordance with pursuant to this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable issued an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio").. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights.in (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Not withstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of an event specified in Section 13(a) hereof. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall have shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, or that any regulatory actions or approvals are necessary in connection therewith, the Company shall may, in its discretion, take all such action actions or seek such approvals as may be necessary to authorize additional shares of Common Shares of the Company stock for issuance upon exchange of the Rights. In the event that the Company shall, after good faith effort, be unable to take such actions or obtain such approvals as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of units of Common Stock Equivalents as defined in Section 11(b)(ii) hereof, cash or other assets of the Company equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 1(k) hereof) as of the date of issuance of such Common Stock Equivalents or fractions thereof. (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 1(k) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24 .

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or common stock equivalents (as defined in Section 11(a)(iii) hereof), or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of common stock equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or common stock equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or common stock equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares Stock which are authorized by the Company's Articles of the Company issued Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the Companyvalue of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company directors may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Power of the Company. (b) Immediately upon the action of the Board of Directors of the Company directors ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly 26 give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, -------- ------- that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of common stock equivalents (as defined in Section 11(c)) or fraction thereof such that the current per share market price of one common stock equivalent multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such common stock equivalents or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(f)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Class A Common Shares of the Company at an exchange ratio of six one Class A Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Class A Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the Rights Agent and shall give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Class A Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata PRO RATA based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Class A Common Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Class A Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Class A Common Share shall have the same voting rights as one Class A Common Share. (d) In the event that there shall not be sufficient Class A Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Class A Common Shares, Preferred Shares of the Company or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Class A Common Shares of the Companyor to distribute certificates which evidence fractional Class A Common Shares. In lieu of such fractional Class A Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Class A Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Class A Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Class A Common Share shall be the closing price of a Class A Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for Common Shares of the Company Capital Stock at an exchange ratio of six Common Shares one share of Capital Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Capital Stock as a fiduciary for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Capital Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 23A, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares shares of the Company Capital Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Capital Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 23A, the Company, at its option, may substitute shares of Capital Stock Equivalents for some or all of the shares of Capital Stock exchangeable for Rights. (d) In the event that there shall not be sufficient Common Shares shares of the Company Capital Stock (or Capital Stock Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24Section 23A, the Company shall take all such action as may be necessary to authorize additional Common Shares shares of the Company Capital Stock (or Capital Stock Equivalents) for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the CompanyCapital Stock or to distribute certificates which evidence fractional Capital Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share share of Capital Stock. For the Company.purposes of this paragraph (e), the current market value of a whole share of Capital Stock shall be the closing price of a share of Capital Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 23A.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). If the Board elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Company may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the Any action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) shall be irrevocable and, immediately upon the taking of this SECTION 24 such action and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a give notice of any such exchange to all of the Rights Agent and the holders of the Rights to be exchanged by mailing such Rights notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(b)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) The Company may, at its option, by action of the CompanyBoard, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board based upon the advice of one or more nationally recognized investment banking firms.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a) (iii) hereof) for Common Shares of the Company Stock (or Common Stock Equivalents) at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Declaration Date (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than a Company Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in compliance with subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 11(a)(iii) hereof, shall be to receive that number of shares of Common Shares of the Company Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly file notice of such Board action with the Rights Agent and give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required required, pursuant to this Section 24, to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Certificates, with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11 (d) (i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same current market value as the Common Stock on such date.

Exchange. (a) The Board With the affirmative vote of Directors a majority of the Continuing Directors, the Company may, at its option, may at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six Common Shares one share of Circuit City Stock per Circuit City Right and one share of CarMax Stock per CarMax Right, each such ratio being appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (each such exchange ratio being hereinafter referred to as the an "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the total Voting Rights of all the Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares shares of Circuit City Stock or CarMax Stock, as the Company case may be, equal to the number of such Rights held by such holder multiplied by the applicable Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute (i) Series E Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for shares of Circuit City Stock exchangeable for Circuit City Rights, at the initial rate of one four-hundredth of a Series E Preferred Share (or equivalent preferred share) for each share of Circuit City Stock and (ii) Series F Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for shares of CarMax Stock exchangeable for CarMax Rights, at the initial rate of one four-hundredth of a Series F Preferred Share (or equivalent preferred share) for each share of CarMax Stock. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or Preferred Shares authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this subsection (e), the current market value of a whole Common Share shall be the closing price of such Common Share (as determined pursuant to Section 11(d)(i) hereof) for the CompanyTrading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange in accordance with Section 26 hereof; PROVIDED, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Stock. If the Company. In Company elects not to issue such fractional shares of Common Stock, the Company shall pay, in lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the CompanyFair Market Value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, . at any time after any Person becomes an Acquiring Person, exchange all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"); provided, however, that with respect to any such action by the Board of Directors as to such an exchange, the Rights may be so exchanged only if (i) there are Continuing Directors then in office and (ii) the Board of Directors of the Company approves such exchange with the concurrence of a majority of the Continuing Directors then in office. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value price of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market price of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second and third sentences of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board At any time after the occurrence of Directors a Flip-in Event, a majority of the Company Continuing Directors may, at its their option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof7(d)) for shares of Class A Common Shares of the Company Stock at an exchange ratio of six one share of Class A Common Shares Stock per RightRight held by the holder of Class A Common Stock and for shares of Class B Common Stock at an 27 exchange ratio of one share of Class B Common Stock per Right held by the holder of Class B Common Stock, in each case, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). If a holder owns both Class A Common Stock and Class B Common Stock, then the shares of Common Stock issued to such holder in exchange for Rights shall be apportioned pro rata based upon the ratio of shares of Class A Common Stock and Class B Common Stock held by such Person. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSECTION 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Shares of the Company Stock or Class B Common Stock (as applicable) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in SECTION 26; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Class A Common Shares of the Company Stock or Class B Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Class A Common Shares of the Company Stock or Class B Common Stock (as applicable) for issuance upon exchange of the Rights. . If the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Class A Common Stock or Class B Common Stock (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Sharesas applicable), the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares may substitute other equity securities of the Company would otherwise be issuable an amount in cash equal to the same fraction which a majority of the current market value Continuing Directors has determined to be essentially equivalent to shares of a whole Class A Common Share Stock or Class B Common Stock (as applicable) in respect to dividend, liquidation and voting rights (such securities being referred to herein as "COMMON STOCK EQUIVALENTS") for shares of Class A Common Stock or Class B Common Stock (as applicable) exchangeable for Rights, at the Companyinitial rate of one Common Stock Equivalent for each share of Class A Common Stock or Class B Common Stock (as applicable).

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Not withstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of an event specified in Section 13(a) hereof. (b) Immediately upon the action of the Board of Directors of the this Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall have shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, or that any regulatory actions or approvals are necessary in connection therewith, the Company shall may, in its discretion, take all such action actions or seek such approvals as may be necessary to authorize additional shares of Common Shares of the Company stock for issuance upon exchange of the Rights. In the event that the Company shall, after good faith effort, be unable to take such actions or obtain such approvals as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of units of Common Stock Equivalents as defined in Section 11(b)(ii) hereof, cash or other assets of the Company equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 1(j) hereof) as of the date of issuance of such Common Stock Equivalents or fractions thereof. (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, may at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares Table of the Company Contents at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the total Voting Rights of all the Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions provi- sions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio").. Notwithstanding the foregoing, the Board of Directors (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights.in (d) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) a. The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (hereof. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange ratio being hereinafter referred at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to as the "EXCHANGE RATIO"terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) b. Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such valid Rights held by such holder multiplied by the Exchange Ratioholder. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. c. In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (cor equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. d. In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (d) e. The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe date the Rights first become exercisable for Common Shares pursuant to Section 11(a)(ii), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares, with each Right to be exchanged for such number of Common Shares as shall equal the result obtained by dividing (x) the Exercise Price (as defined in Section 11(a)(iii)) by (y) the current per share market price of the Company at an exchange ratio of six Common Shares per Right, (determined pursuant to Section 11(d) hereof) on the date the Rights first become exercisable for Common Shares pursuant to Section 11(a)(ii) (such number of shares being hereinafter referred to as the “Exchange Ratio”). The Exchange Ratio shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring affecting the Common Shares that occurs after the date hereof (the Rights first become exercisable for Common Shares pursuant to Section 11(a)(ii). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange ratio being hereinafter referred at any time after any Person (other than (1) the Company, (2) any Subsidiary of the Company, (3) any employee benefit plan of the Company or of any Subsidiary of the Company or (4) any entity holding shares of Voting Capital Stock for or pursuant to as the "EXCHANGE RATIO"terms of any plan described in clause (3) of this sentence), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Voting Capital Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but authorized, unissued and unreserved to permit any the exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b), or common share equivalents, as such term is defined in Section 11(a)(iii)(3)(C) hereof), for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) or one common share equivalent for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends or similar transactions affecting the Common Shares that occur after the date of this Agreement. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares, equivalent preferred shares or common share equivalents, authorized, unissued and unreserved to permit the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares, equivalent preferred shares or common share equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section. The Board of Directors and the Company shall not have any liability to any Person as a result of the Companyexchange of Rights pursuant to the terms of this Section.

Exchange. (a) The Board of Directors of the Company may, at --------- its option, at any time after any Person becomes an Acquiring Person or a Subject Person, by action of a majority of the Board of Directors (and a majority of directors who are not 15% Shareholders or representatives, nominees, Affiliates or Associates of any Acquiring Person, Subject Person or 15% Shareholder) exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares shares of the Company Preferred Stock at an exchange ratio of six Common Shares one one-hundredth of a share of Preferred Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares one one-hundredth of the Company a share of Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect -------- ------- in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares shares of the Company Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Associates or Affiliates of such Person, becomes the Beneficial Owner of a majority of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.may

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"‘Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, including without limitation the Employee Plans, or of any such Subsidiary, or of any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder holders of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take use its best efforts to cause all such action to be taken as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions Fractions of Common Shares of the Companyor to distribute certificates which evidence Fractional Common Shares. In lieu of such fractional Fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to Section 11(d) hereof) for the CompanyTrading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, may at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, such ratio being appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (each such exchange ratio being hereinafter referred to as an “Exchange Ratio”). Notwithstanding the "EXCHANGE RATIO"foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the total Voting Rights of all the Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the applicable Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares at the initial rate of one one-thousandth of a Preferred Share (or equivalent preferred share) for each Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or Preferred Shares authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this subsection (e), the current market value of a whole Common Share shall be the closing price of such Common Share (as determined pursuant to Section 11(d)(i) hereof) for the CompanyTrading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person or is declared an Adverse Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its optionoption and subject to compliance with Article V of the Company Charter, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof or Rights that have been exercised pursuant to Section 7 hereof) for Common Shares of the Company Stock at an exchange ratio of six 1 share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Outstanding Shares. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, subject to compliance with Article V of the Company Charter. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or, in the case of the Companycertificated shares, to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common SharesStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this subsection (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24(a), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly notify the Rights Agent in writing of any such exchange and shall give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to the Rights Agent and to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute interests in Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth interest in a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the Statement of Resolution Establishing Series of Shares attached hereto as Exhibit A, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. In the event that the Company, after good faith effort, shall be unable to take such action as may be necessary to authorize such additional Common Shares or Preferred Shares, the Company shall substitute, for each Common Share or Preferred Share that would otherwise be issuable upon exchange of a Right, a number of Common Shares, Preferred Shares or shares of preferred stock, notes, debentures or other securities, or any combination thereof, having an aggregate value equal to the Rights to be exchanged, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to the applicable laws, rules and regulations, and subject to Section 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part any portion of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect any such exchange at any time after any Person (other than a Company Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24(a), and without any further action and without any notice, the right to exercise such the Rights that are to be exchanged shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that exchange and the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The 32 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon Rights; provided, however, that the registry books failure of the Rights Agent. Any Company to promptly give, or any defect in, any such notice which is mailed in shall not affect the manner herein provided shall be deemed given, whether legality or not the holder receives the noticevalidity of such exchange. Each such notice of exchange mailed to the holders of such Rights will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected effected, and, in the event of any partial exchange, the percentage of the total Rights, and the number of Rights which such holder’s Rights, that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall are not be sufficient shares of Common Shares of the Company Stock that are either issued but not outstanding or authorized but unissued not issued to permit any the exchange of all of the Rights as contemplated ordered by the Board of Directors to be exchanged in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize such number of additional shares of Common Shares Stock to provide for the full issuance of the Company for issuance shares of Common Stock required to be issued upon exchange of such Rights. In the Rightsevent the Company, after good faith effort, is unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, such number of Preferred Shares (or such fraction of a Preferred Share) as shall have a current per share market price equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares (or such fraction of a Preferred Share). (d) The Company shall not be required to issue fractions of a share of Common Shares Stock upon any exchange of the CompanyRights, or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this Section 24(d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe right of the Company to redeem the Rights has expired or terminated (although such right may be subject to restoration as a Springing Right of Redemption), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary or the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSec tion 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the Rights Agent and public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights for Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this SECTION Sec tion 24, the Company shall take all such action as Company, at its option, may be necessary to authorize additional substitute Common Shares of the Company Share equivalents for issuance upon exchange of the RightsCommon Shares. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certifi cates that evidence fractional Common Share equivalents (except as hereixxxxxr provided) or fractional Common Shares, but if the exchange is for Common Share equivalents, the Company shall be obligated to issue fractional shares so long as any fraction of a Common Share equivalent so to be issued is at least equal to, or is a multiple of, the Companyoriginal fraction that created the Common Share equivalent. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share. For the purposes of this Section 24(d), (i) the current market value of a whole Common Share shall be the current per share market price of the CompanyCommon Shares determined pursuant to Section 11(d) for the Trading Day immediately following the day of the public announcement by the Company that an exchange is to be effected pursuant to this Section 24 and (ii) the current market value of a Common Share equivalent shall be the current per share market price on such day of such Common Share equivalent as determined pursuant to Section 11(d) as if the Common Share equivalent were a Series A Share.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii11(A)(II) hereof) for Common Shares of the Company at an exchange ratio of six three Common Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii11(A)(II) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share of the Company (as determined pursuant to the third sentence of SECTION 14(B) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this SECTION 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Close of Business on the tenth day after the Shares Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of outstanding and exercisable Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Series B Junior Participating Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Series B Junior Participating Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of parties hereto acknowledge that the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall contemplated by Section 1.1(b) below does not include Rights that have become void pursuant value for any accrued interest on the Loans. Each Exchanging Party hereby expressly waives all rights to any accrued but unpaid interest on the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six Common Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO")Loans. (b) Immediately upon Each Exchanging Party hereby transfers all of its right, title and interest in and to all assets indicated as owned by such Exchanging Party on Schedule A in exchange for the action number of the Board shares of Directors Common Stock and Series C Preferred Stock of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise indicated for such Rights shall terminate Exchanging Party on Schedule B and the only right thereafter of a holder of other consideration referred to elsewhere in this Agreement. The Company accepts such Rights shall be assignment and hereby issues to receive that number of Common Shares each Exchanging Party the stock of the Company equal as indicated on Schedule B (the "Company Stock"). The exchange contemplated by this Section 1.1(b) shall be immediately effective as soon as this Agreement has been signed by all the parties (the "Effective Time"). 1.2 After the Effective Time, each Exchanging Party shall promptly surrender to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice all notes, certificates or other instruments of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice kind evidencing ownership of any such exchange to all of the holders Exchanged Assets, all duly endorsed to the Company and accompanied by proper instruments of such Rights transfer to the Company, at their last addresses its office designated as they appear upon the registry books herein provided. Upon receipt of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24foregoing from an Exchanging Person, the Company shall take all promptly deliver or send the following to such action as may be necessary to authorize additional Common Shares Exchanging Person: (a) certificates in the name of such Exchanging Person evidencing the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard Stock to which such fractional Common Shares of Exchanging Party is entitled as indicated on Schedule B. (b) a Registration Rights Agreement in the Company would otherwise be issuable an amount in cash equal form attached to the same fraction of the current market value of a whole Common Share of this Agreement as Exhibit A, duly executed by the Company. 1.3 For each Exchanging Person, the exchange contemplated by this Agreement shall be deemed to have occurred as of the Effective Time, and the person or persons entitled to receive the shares of Company Stock shall be treated for all purposes as the record shareholder or shareholders of such shares of Company Stock on the Effective Time. 1.4 If any Exchanging Party is unable to locate a promissory note or stock certificate to be surrendered by such Exchanging Party under Section 1.2, such Exchanging Party shall be entitled nevertheless to receive the items referred to in clauses (a) and (b) of Section 1.2 upon submission to the Company of a lost note or lost certificate affidavit in customary form. The affidavit shall state, among other things, that the lost note or certificate has not been endorsed or otherwise transferred to encumbered and that such Exchanging Party will indemnify the Company and the other Exchanging Parties for any damages they may incur in connection with any claim by any third party to have any interest in the lost note or certificate. 1.5 All obligations of the Exchanging Parties under this Agreement shall be several and not joint. Under no circumstances will any Exchanging Party have any liability for any failure by any other Exchanging Party to comply with any provision of this Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company or Preferred Shares at an exchange ratio of six one Common Shares Share or one-thousandth of a Preferred Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. In the event of an exchange for Common Shares, such exchange shall be either for shares of Common Stock or shares of Class B Common Stock, depending upon the series of Common Shares to which the Rights being exchanged therefor were attached immediately prior to the Distribution Date. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company or Preferred Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of or Preferred Shares, as the Company case may be, for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (d) The . In the event the Company shall not shall, after good faith effort, be required unable to issue fractions of take all such action as may be necessary to authorize such additional Common Shares of the Company. In lieu of such fractional Common or Preferred Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional substitute, for each Common Shares of the Company Share or Preferred Share that would otherwise be issuable an amount in cash upon exchange of a Right, a number of securities or fraction thereof of the Company such that the current per share market price of one such security multiplied by such number or fraction is equal to the same fraction current per share market price of one Common Share as of the current market value date of a whole Common Share issuance of the Companysuch securities or fraction thereof.

Exchange. (a) The Board of Directors of the Company may, at its option-------- option (provided that there are then Independent Directors in office and a majority of the Independent Directors concur), at any time and from time to time on or after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Class A Common Shares of the Company Stock at an exchange ratio of six one share of Class A Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, -------- ------- such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class A Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Class A Common Stock exchangeable for the Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Pre- ferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Class A Common Shares of the Company issued Stock or Preferred Stock issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this SECTION 24Section 24 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Class A Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Class A Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyClass A Common Stock pursuant to this Section 24. In lieu of such fractional shares of Class A Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Class A Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Class A Common Share Stock. For the purposes of this Section 24(e), the current market value of a whole share of Class A Common Stock shall be the closing price of a share of Class A Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Class A Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one share of Class A Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Bank may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or common stock equivalents (as defined in Section 11(a)(iii) hereof), or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of common stock equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company Bank ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or common stock equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Bank shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company Bank promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or common stock equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares of Stock which are authorized by the Company issued Bank's Charter but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall Bank may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company Bank shall not be required to issue fractions fractional shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company Bank shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the Companyvalue of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Company, upon resolution of the Board of Directors of the Company Directors, may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Units of Preferred Stock or shares of Company Common Shares Stock (at the election of the Company Board of Directors) at an exchange ratio of six one Unit of Preferred Stock or one share of Company Common Shares Stock, as the case may be, per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to the “Exchange Ratio”). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the "EXCHANGE RATIO")Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 24(a), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Units of Preferred Stock or shares of Company Common Shares of Stock, as the Company case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give provide public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, give or any defect in, in such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of Units of Preferred Stock or shares of Company Common Stock, as the Common Shares of the Company case may be, for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient that: (x) the number of Units of Preferred Stock or shares of Company Common Shares Stock, as the case may be, which are authorized by the Company’s Certificate of the Company issued Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this SECTION 24Section 24 or (y) the securities issuable upon exercise of the Rights are required to be registered under the Securities Act or registered or qualified under applicable state securities laws or “blue sky” laws, then the Company Company, at the election of the Board of Directors, shall take all such action as may be necessary to authorize additional shares of Preferred Stock or Company Common Shares of Stock, register or qualify any securities as the Company case may be, for issuance upon exchange of the RightsRights or shall make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having an aggregate value for each Right to be exchanged equal to the per share market price of one Unit of Preferred Stock or share of Company Common Stock, as the case may be (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by the Board of Directors. To the extent that the Company determines that action must be taken pursuant to the foregoing clauses of this Section 24(c), the Board of Directors may suspend the exercisability of the Rights for a period of up to one hundred eighty days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Preferred Stock or Company Common Stock, register or qualify any securities that will be issued on exercise of the Rights as the case may be, and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. (d) The Company shall not be required to issue fractions of Units of Preferred Stock or fractions of shares of Company Common Shares of the CompanyStock or to distribute certificates which evidence fractional Units or fractional shares. In lieu of such issuing fractional Common SharesUnits or fractional shares, the Company shall may pay to the registered holders of Rights Certificates at the Right Certificates with regard to which time such fractional Common Shares of the Company would otherwise be issuable Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value price (determined pursuant to Section 11(d) hereof) of a whole one Unit of Preferred Stock or one share of Company Common Share Stock, as the case may be, on the Trading Day immediately prior to the date of the Companyexchange pursuant to this Section 24.

Exchange. (a) a. The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for shares of Common Shares of the Company Stock or Common Stock Equivalents, or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) b. Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (aA) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) held by each holder of Rights. (c) c. In the event that there shall not be sufficient the number of shares of Common Shares Stock which are authorized by the Company's Amended and Restated Articles of the Company issued Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall either take all such action as may be necessary to authorize additional Common Shares of the Company Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Stock in exchange therefor, or (ii) issue debt of equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c), the Current Value shall mean the product of the Current Per Share Market Price of Common Stock on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in this Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) d. The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. e. The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors based upon the advice or one or more nationally recognized investment banking firms. f. Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last address as they appear upon the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a) (ii) hereof) by exchanging for each such Right one share of Common Shares of the Company at an exchange ratio of six Common Shares per RightStock, appropriately adjusted to reflect any an stock split, stock dividend or similar transaction occurring after the date hereof of such Flip-In Event (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIOExchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24 all thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange RatioConsideration. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof (or equivalent preferred shares, as such term is defined in Section 11(b)) having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the Rightscurrent per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of the Flip-In Event. (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock or Common Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of Units of Preferred Table of Contents Stock (or an appropriate number of Common Stock Equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares Shares, Preferred Stock or Common Stock Equivalents authorized by the Company’s certificate of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company Shares, Preferred Stock or Common Stock Equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Adjustment Date (as defined in Section 11(a)(iii)), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares (or Preferred Shares pursuant to paragraph (c) of this Section 23A), with each Right to be exchanged for such number of Common Shares as shall equal the result obtained by dividing (x) the Exercise Price (as defined in Section 11(a)(iii)) by (y) the current per share market price of the Company at an exchange ratio of six Common Shares per Right, (determined pursuant to Section 11(d)) on the Adjustment Date (such number of shares being hereinafter referred to as the "Exchange Ratio"). The Exchange Ratio shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring affecting the Common Shares that occurs after the date hereof (Adjustment Date. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange ratio being hereinafter referred at any time after any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to as the "EXCHANGE RATIO"terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 23A and without any further action and without any notice, the right to exercise such Rights shall terminate notwithstanding anything to the contrary provided in Section 7 hereof, and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which shall have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 23A, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof, or other preferred stock of the nature described in Section 11(a)(iii)(3)(B) hereof) for Common Shares exchangeable for Rights, at the initial rate of one-twentieth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends or similar transactions affecting the Common Shares that occur after the date of this Agreement. (d) In the event that there shall not be sufficient Common Shares Shares, Preferred Shares, equivalent preferred shares or other preferred stock of the Company issued but not outstanding nature described in Section 11(a)(iii)(3)(B) hereof, authorized, unreserved and either unissued or authorized but unissued held in treasury to permit any exchange of Rights as contemplated in accordance with this SECTION 24Section 23A, the Company shall take all such action as may be necessary to authorize authorized additional Common Shares or Preferred Shares, equivalent preferred shares or other preferred stock of the Company nature described in Section 11(a)(iii)(3)(B) hereof for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 23A. The Board of Directors and the Company shall not have any liability to any Person as a result of the Companyexchange of Rights pursuant to the terms of this Section.

Exchange. (a) The By the vote of a majority of the Board of Directors of Directors, the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio rate of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange ratio being hereinafter referred to as at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the "EXCHANGE RATIO")Beneficial Owner of 50% or more of any class of Voting Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.may

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof in accordance with Section 11 (the “Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole and absolute discretion may establish. Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange ratio being hereinafter referred to as at any time after an Acquiring Person becomes the "EXCHANGE RATIO")Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION 24 Section 23 (or at such later time as the Board may establish) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 23, the event that there shall not be sufficient Company, at its option, may substitute for any Common Shares Share exchangeable for a Right (i) Common Stock Equivalents, (ii) cash, (iii) debt securities of the Company issued but not outstanding Company, (iv) other assets or authorized but unissued to permit (v) any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary to authorize additional Common Shares combination of the Company for issuance upon exchange foregoing, in any event having an aggregate value, as determined in good faith by the Board (whose determination will be described in a statement filed with the Rights Agent), equal to the current market value of one Common Share (determined pursuant to Section 11(d)) on the Trading Day immediately preceding the date of the Rightseffectiveness of the exchange pursuant to this Section 23. (d) The Without limiting the Board’s discretion under Section 23(a), prior to effecting an exchange pursuant to this Section 23, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall not be required to issue fractions then approve (the “Trust Agreement”). If the Board of Common Shares of the Company. In lieu of such fractional Common SharesDirectors so directs, the Company shall pay enter into the Trust Agreement and shall issue to the registered holders trust created by such agreement (the “Trust”) all of the Right Certificates shares of Common Stock (or substitute cash, securities or assets pursuant to Section 23(c)) issuable pursuant to the exchange (or any portion thereof that have not theretofore been issued in connection with regard to the exchange). From and after the time at which such fractional Common Shares shares (or substitute cash, securities or assets) are issued to the Trust, all Persons then entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (or substitute cash, securities or assets pursuant to Section 23(c)) (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Any shares of capital stock issued at the direction of the Board in connection herewith shall be duly authorized, validly issued and fully paid and nonassessable shares (except as otherwise provided by any corporation law applicable to the Company), and the Company would otherwise shall be issuable an amount in cash deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the same fraction aggregate par value of the current market value of a whole Common Share of the Companyshares so issued.

Exchange. (a) The By the vote of the Board of Directors of the Company Corporation, the Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio rate of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon . Notwithstanding the action of foregoing, the Board of Directors of the Company ordering Corporation shall not be empowered to effect such exchange at any time after any Person (other than the exchange Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Rights Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to paragraph the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the Corporation then outstanding. (ab) of this SECTION 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate immediately upon the action of the Board of Directors of the Corporation ordering the exchange and the only right thereafter of a each holder of such Rights Rights, subject to the limitations set forth in paragraph (a) of this Section, shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the Rights Agent and holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company Corporation shall either take all such action as may be necessary to authorize additional Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the RightsRights or, alternatively, by the vote of the Board of Directors of the Corporation with respect to each Right, (i) pay cash in an amount equal to the Purchase Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors of the Corporation or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in paragraph (a)) multiplied by the number of shares of Common Stock for which the right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Corporation determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors of the Corporation may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock or Preferred Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Corporation shall issue a public announcement, with simultaneous written notice to the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended. (d) The Company Corporation shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock for purposes of this Section 24. In lieu of such fractional shares of Common SharesStock, the Company Corporation shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional share of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current fair market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companyfair market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, including without limitation the Employee Plans, or of any such Subsidiary, or of any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder holders of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take use its best efforts to cause all such action to be taken as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to Section 11(d) hereof) for the CompanyTrading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, cause the Company to exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any Person holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company, should the Board of Directors of the Company order any such exchange, shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates that evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this subsection (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of one (1) share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or common stock equivalents (as defined in Section 11(a)(iii) hereof), or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of common stock equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION 24 Section 27 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or common stock equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail make a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or common stock equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares Stock which are authorized by the Company's Articles of the Company issued Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION 24Section 27, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions fractional shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights, with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 27, the Companyvalue of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 27, and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Shares then outstanding or (ii) the occurrence of an event specified in Section 13(a) hereof. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) Following the action of the Board ordering the exchange of any Rights pursuant to Section 24(a), the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to Section 24 not be received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, all or a portion of the Common Shares (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to Section 24, who have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons, may be deposited in a trust established by the Company pending receipt of appropriate verification. (d) In any exchange pursuant to Section 24, the Company, at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Share) for each Common Share, as appropriately adjusted to reflect share splits, share dividends and other similar transactions after the date hereof. (e) In the event that after any Person becomes an Acquiring Person there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (df) The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional shares of the CompanyCommon Shares. In lieu of such fractional Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24, the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors may not effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this SECTION Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares Stock that are authorized by the Company’s certificate of the Company issued formation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the CompanyRights. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (e) Upon or prior to ordering the exchange of Rights pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in such form and with such terms as the Board of Directors shall then approve. If the Board of Directors so directs, (1) the Company shall enter into the Trust Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”) all the shares of Common Stock and/or Common Stock Equivalents (the “Trust Shares”) issuable upon exchange of the CompanyRights in accordance with this Section 24 to (x) all holders of outstanding and exercisable Rights subject to exchange in accordance with Section 24(a) (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof), or (y) some portion of such holders (which may consist of holders who have not taken proper steps to certify or otherwise demonstrate to the satisfaction of the Company that the Rights held by them have not become void pursuant to the provisions of Section 7(e) hereof), and (2) all holders referred to in clause (1) shall be entitled to receive Common Stock and/or Common Stock Equivalents pursuant to this Section 24 only from the Trust and only upon compliance with the relevant terms and provisions of the Trust Agreement. The Trust Shares shall also include any dividends or distributions made on the Trust Shares after the deposit of the Trust Shares.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to the Company's employee benefit plans, where such option is exercised for Common Shares securities of the Company or surrendered for cash) for shares of Common Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors may effect such an exchange only if there are at least two Continuing Directors then in office and a majority of such Continuing Directors concur with such exchange. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION 24 Section 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares of the Company Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share share of the Company.Common

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange in accordance with Section 26 hereof; PROVIDEDprovided, HOWEVER-------- however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Stock. If the Company. In Company elects not to issue such fractional shares of Common Stock, the Company shall pay, in lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the CompanyFair Market Value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a)(iv) hereof) for Company Common Shares of the Company Stock at an exchange ratio of six one share of Company Common Shares Stock per RightRight of the same kind, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Company Common Stock for or pursuant to the terms of any such plan or any trust agreement entered into by the Company to secure benefits payable under any employee benefit plan of the Company or any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Company Common Stock representing 50% or more of the kind of Company Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of the kind of shares of Company Common Shares of the Company Stock equal to the number of such kind of Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Company Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a)(iv) hereof) held by each holder of such Rights. (c) In the event that there shall not be sufficient Company Common Shares of the Company Stock (i) issued but not outstanding or (ii) authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Company Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and 33 37 void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange with prompt notice thereof to the Rights Agent; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or any other series of preferred stock of the Company containing terms substantially similar to the terms of the Preferred Stock) for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or of such other series of preferred stock of the Company) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock (or of such other series of preferred stock of the Company) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares Stock or Preferred Stock (or any other series of preferred stock of the Company containing terms substantially similar to the terms of the Preferred Stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares Stock or Preferred Stock (or such other series of preferred stock of the Company Company) for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board a. A majority of the Continuing Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after alter the date hereof (such exchange ratio being hereinafter referred to as the to "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Continuing Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates 44 and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) b. Immediately upon the action of the Board of Continuing Directors of the Company ordering the exchange of any Rights pursuant to paragraph Paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) c. In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) d. The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCormnon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this Paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares Stock of the Company at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof to the Rights Agent) of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates representing fractions of the Companyshares of Common Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock of the Company. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock of the Company shall be the closing price of a share of Common Stock of the Company (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (as well as prompt notice to the Rights Agent) of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such -------- ------- notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe date the Class A Rights first become exercisable for Class A Shares pursuant to Section 11(a)(ii), exchange all or part of the then outstanding and exercisable Class A Rights (which shall not include Class A Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company Class A Shares, at an exchange ratio of six Common Shares one Class A Share per Class A Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring affecting the Class A Shares that occurs after the date hereof Record Date (such exchange ratio ratio, as the same may be adjusted from time to time, being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Class A Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Class A Rights shall terminate and the only right thereafter of a holder of such Class A Rights shall be to receive that number of Common Class A Shares of the Company equal to the number of such Class A Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Class A Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such The notice of exchange will state the method by which the exchange of the Common Class A Shares of the Company for Class A Rights will be effected and, in the event of any partial exchange, the number of Class A Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Class A Rights (other than Class A Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Class A Rights. (c) In the event that there shall not be sufficient Common Class A Shares of the Company issued but not outstanding or authorized but authorized, unissued and unreserved to permit any the exchange of Class A Rights as contemplated in accordance with this SECTION Section 24, the Company, at its option, may substitute Series A Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b), or Class A share equivalents, as such term is defined in Section 11(a)(iii)(A) hereof), for Class A Shares exchangeable for Class A Rights, at the initial rate of one one-hundredth of a Series A Preferred Share (or equivalent preferred share) or one Class A share equivalent for each Class A Share, as appropriately adjusted to reflect stock splits, stock dividends or similar transactions affecting the Class A Shares that occur after the date of this Agreement. (d) In the event that there shall not be sufficient Class A Shares, Series A Preferred Shares, equivalent preferred shares or Class A share equivalents, authorized, unissued and unreserved to permit the exchange of Class A Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Class A Shares of the Company or Series A Preferred Shares, equivalent preferred shares or Class A share equivalents for issuance upon exchange of the Class A Rights. (de) The Company shall not be required to issue fractions of Common Class A Shares of the Companyor to distribute certificates which evidence fractional Class A Shares. In lieu of such fractional Common Class A Shares, the Company shall may pay to the registered holders of the Class A Right Certificates with regard to which such fractional Common Class A Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Class A Share. For the purposes of this paragraph (e), the current market value of a whole Class A Share shall be the closing price of a Class A Share (as determined pursuant to the second sentence of 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section. The Board of Directors and the Company shall not have any liability to any Person as a result of the Companyexchange of Class A Rights pursuant to the terms of this Section.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a)(iv) hereof) for Company Common Shares of the Company Stock at an exchange ratio of six one share of Company Common Shares Stock per RightRight of the same kind, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Company Common Stock for or pursuant to the terms of any such plan or any trust agreement entered into by the Company to secure benefits payable under any employee benefit plan of the Company or any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Company Common Stock representing 50% or more of the kind of Company Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of the kind of shares of Company Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Company Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a)(iv) hereof) held by each holder of such Rights. (c) In the event that there shall not be sufficient Company Common Shares of the Company Stock (i) issued but not outstanding or (ii) authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Company Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio of six one share of Common Shares Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO").reflect (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this SECTION Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock and/or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Shares Stock that are authorized by the Company's certificate of the Company issued incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates or scrip evidencing fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For purposes of this Section 24, the Companyvalue of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) by exchanging for each such Right one share of Common Shares Stock of the Company at an exchange ratio of six Common Shares per RightCorporation, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio number of shares of Common Stock per Right being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Corporation shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 Section 27 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24Section 27, the Company Corporation shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof having an aggregate current market value equal to the Rightscurrent market value of one share of Common Stock as of the date any Person becomes an Acquiring Person. (d) The Company Corporation shall not be required to issue fractions of shares of Common Shares of the CompanyStock or to distribute certificates which evidence fractional shares. In lieu of such fractional Common Sharesshares, the Company Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange a ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action by any Person and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the RightsRights or uniformly substitute, for all or a portion of the Common Shares that would otherwise be issuable upon exercise of a Right, cash or other debt or equity securities of the Company or fractions thereof (including without limitation Preferred Shares) that have an aggregate value equal to the per share market price of one Common Share as of the date of issuance of such securities or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Company(or other securities) or to distribute certificates which evidence fractional Common Shares (or other securities). In If it elects, in its sole discretion, in lieu of such fractional Common SharesShares (or other securities), the Company shall may pay to the registered holders of the Right Certificates Rights with regard to which such fractional Common Shares of the Company (or other securities) would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (or other security). For the purposes of this subsection (d), the Companycurrent market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, including without limitation the Employee Plans, or of any such Subsidiary, or of any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take use its best efforts to cause all such action to be taken as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to Section 11(d) hereof) for the CompanyTrading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (as well as prompt notice to the Rights Agent) of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe right of the Company to redeem the Rights has expired or terminated (although such right may be subject to restoration as a Springing Right of Redemption), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary or the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSec tion 24(a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the Rights Agent and public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights for Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of SECTION 11(a)(ii) hereofSection 7(e)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this SECTION Sec tion 24, the Company shall take all such action as Company, at its option, may be necessary to authorize additional substitute Common Shares of the Company Share equivalents for issuance upon exchange of the RightsCommon Shares. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certifi xxxxx that evidence fractional Common Share equivalents (except as hereinafter provided) or fractional Common Shares, but if the exchange is for Common Share equivalents, the Company shall be obligated to issue fractional shares so long as any fraction of a Common Share equivalent so to be issued is at least equal to, or is a multiple of, the Companyoriginal fraction that created the Common Share equivalent. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share. For the purposes of this Section 24(d), (i) the current market value of a whole Common Share shall be the current per share market price of the CompanyCommon Shares determined pursuant to Section 11(d) for the Trading Day immediately following the day of the public announcement by the Company that an exchange is to be effected pursuant to this Section 24 and (ii) the current market value of a Common Share equivalent shall be the current per share market price on such day of such Common Share equivalent as determined pursuant to Section 11(d) as if the Common Share equivalent were a Series A Share.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio").. Notwithstanding the foregoing, the Board of (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this SECTION Section 24, the Company shall take all substitute to the extent of such action as may be necessary to authorize additional Common Shares of the Company insufficiency, for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions each share of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company Stock that would otherwise be issuable an amount upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as such term is defined in cash Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the same fraction current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the current market value date of a whole Common Share of the Companysuch exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company’s articles of the Company issued but incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares of the Company or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange with prompt notice thereof to the Rights Agent; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or any other series of preferred stock of the Company containing terms substantially similar to the terms of the Preferred Stock) for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a 33 37 share of Preferred Stock (or of such other series of preferred stock of the Company) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock (or of such other series of preferred stock of the Company) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares Stock or Preferred Stock (or any other series of preferred stock of the Company containing terms substantially similar to the terms of the Preferred Stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares Stock or Preferred Stock (or such other series of preferred stock of the Company Company) for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (e), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board With the affirmative vote of Directors a majority of the Continuing Directors, the Company may, at its option, may at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one four-hundredths of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or Preferred Shares authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this subsection (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for Common Shares of the Company Stock at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”); provided that any Right that immediately prior to the Distribution Date was evidenced by a certificate that also evidenced Series B Preferred Stock may not be exchanged for Common Stock pursuant to this Section 24 until such Right is transferred to a third party in a Widely Dispersed Offering (as such term is defined in the Articles of Amendment of the Series B Preferred Stock). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of shares of Series C Preferred Stock or fraction thereof such that the current per share market price of one share of Series C Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such shares of Series C Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares Stock or to distribute certificates representing fractions of the Companyshares of Common Stock. In lieu of such fractional Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company at an exchange ratio of six one Common Shares Share per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or preferred share equivalents, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or preferred share equivalent) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of fractional Common Shares of the Companyor to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this subsection (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the Companysecond sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Continuing Directors of the Company may, at its their option, at any time after any Person first becomes an Acquiring Person or an Adverse Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Continuing Directors shall not be empowered to effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of a Section 13 Event. (b) Immediately upon the action of the Board of Continuing Directors of the this Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall have shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, or that any regulatory actions or approvals are necessary in connection therewith, the Company shall may, in its discretion, take all such action actions or seek such approvals as may be necessary to authorize additional shares of Common Shares of the Company stock for issuance upon exchange of the Rights. In the event that the Company shall, after good faith effort, be unable to take such actions or obtain such approvals as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of units of Common Stock Equivalents as defined in Section 11(b)(ii) hereof, cash, other securities, or other assets of the Company or any combination of the foregoing equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 1(l) hereof) as of the date of issuance of such Common Stock Equivalents or fractions thereof. (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 1(l) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of the Original Rights Agreement (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIO"“Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail give a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agentso exchanged in accordance with Section 25 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock, for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this SECTION 24Section 23, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock) such that the RightsCurrent Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable as of the date of such exchange. (d) The Prior to effecting an exchange pursuant to this Section 23, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall not be required to issue fractions of Common Shares of then approve (the Company“Trust Agreement”). In lieu of such fractional Common SharesIf the Board so directs, the Company shall pay enter into the Trust Agreement and shall issue to the registered holders trust created by such agreement (the “Trust”) all of the Right Certificates with regard shares of Common Stock, Preferred Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such fractional Common Shares shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the CompanyTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Shares Stock or of the Company Preferred Stock issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares Stock or of the Company Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Common Shares Stock or of the CompanyPreferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of such Common Stock or of Preferred Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Companyas determined by Section 14 hereof.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION 11(a)(iiSection 11(a) (ii) hereof) by exchanging for each such Right one share of Common Shares of the Company at an exchange ratio of six Common Shares per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of such Flip-In Event (such exchange ratio amount per Right being hereinafter referred to as the "EXCHANGE RATIOExchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange RatioConsideration. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the -------- ------- failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Common Shares of the Company for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof (or equivalent preferred shares, as such term is defined in Section 11(b)) having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the Rightscurrent per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of the Flip-In Event. (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares of the Company Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company may (by a resolution of the Board of Directors of the Company mayDirectors), at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock share split, stock dividend share distribution or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this SECTION Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; PROVIDEDprovided, HOWEVERhowever, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Shares of the Company Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Shares of the Company Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Shares of the Company Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of the CompanyCommon Stock. In lieu of such fractional Common Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Share Stock. For the purposes of this paragraph (d), the Companycurrent market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The By the vote of the Board of Directors of the Company Corporation, the Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) for shares of Common Shares of the Company Stock at an exchange ratio rate of six one share of Common Shares Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIOExchange Ratio"). (b) Immediately upon . Notwithstanding the action of foregoing, the Board of Directors of the Company ordering Corporation shall not be empowered to effect such exchange at any time after any Person (other than the exchange Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Rights Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to paragraph the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the Corporation then outstanding. (ab) of this SECTION 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate immediately upon the action of the Board of Directors of the Corporation ordering the exchange and the only right thereafter of a each holder of such Rights Rights, subject to the limitations set forth in paragraph (a) of this Section, shall be to receive that number of shares of Common Shares of the Company Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the Rights Agent and holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Common Shares of the Company for Rights will be effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of SECTION 11(a)(iiSection 7(e) hereof) held by each holder of Rights. (c) . In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this SECTION 24, the Company shall take all such action as may be necessary pursuant to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company.this