Common use of Subscription of Rights Clause in Contracts

Subscription of Rights. (a) The Rights are evidenced by transferable subscription certificates (the "Certificates"), a copy of the form of which is annexed hereto as Exhibit 5. The Certificates entitle the holders to subscribe, upon payment of the Subscription Price, for shares of Additional Common Stock at the rate of one share for each three Rights evidenced by a Certificate (the "Basic Subscription Privilege"). No fractional shares will be issued, but the Subscription Offer includes a step-up privilege entitling the holder of a Certificate or combination of Certificates evidencing fewer than three Rights, or a total number of Rights not evenly divisible by three, if said holder fully exercises the Certificate or Certificates accompanying the Subscription Offer, to subscribe and pay the Subscription Price for one full share of Additional Common Stock in lieu of a fractional share without furnishing any additional Rights (the "Step-up Privilege"). Reference is made to the Prospectus for a complete description of the Basic Subscription Privilege and the Step-up Privilege. (b) Further, the Subscription Offer provides that subscribing shareholders, and only those subscribing shareholders who were shareholders on the Record Date and who exercise their Rights in full, may exercise an Over-subscription right as more fully described in the Registration Statement. Mellon shall, after the initial allocation of Additional Common Stock to those shareholders exercising their Basic Subscription Right, allocate any remaining Basic Subscription, as more fully described in the Registration Statement.

Subscription of Rights. (a) The Rights are evidenced by transferable subscription certificates (the "Certificates"), a copy of the form of which is annexed hereto as Exhibit 5. The Certificates entitle the holders to subscribe, upon payment of the Subscription Price, for shares of Additional Common Stock at the rate of one share for each three Rights evidenced by a Certificate (the "Basic Subscription Privilege"). No fractional shares will be issued, but the Subscription Offer includes a step-up privilege entitling the holder of a Certificate or combination of Certificates evidencing fewer than three Rights, or a total number of Rights not evenly divisible by three, if said holder fully exercises the Certificate or Certificates accompanying the Subscription Offer, to subscribe and pay the Subscription Price for one full share of Additional Common Stock in lieu of a fractional share without furnishing any additional Rights (the "Step-up Privilege"). Reference is made to the Prospectus for a complete description of the Basic Subscription Privilege and the Step-up Privilege. (b) Further, the Subscription Offer provides that subscribing shareholders, and only those subscribing shareholders who were shareholders on the Record Date and who exercise their Rights in full, may exercise an Over-subscription right as more fully described in the Registration Statement. Mellon shall, after the initial allocation of Additional Common Stock to those shareholders exercising their Basic Subscription Right, allocate any remaining Basic Subscription, as more fully described in the Registration Statement.