Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. At the Effective Time, the Corporation’s Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.

Composition of Board of Directors. At the Effective Time, the Corporation’s (a) The Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve up to seven (127) members, except when the size of the then current members Board may need to be increased pursuant to Section 3.1(h) herein, at which time the Board shall consist of up to fifteen (15) members. Stockholders shall have the Corporation’s Board right to nominate directors as set forth below. All Stockholders shall comply with the provisions of Directors this Article 3 to ensure that nominees are elected to (including or removed from) the then current Chairman, President and Board. (b) The Chief Executive Officer of the Corporation)Company shall have the right to nominate one (1) individual to be a director; provided, designated by the Corporation before the mailing however, that such individual must be a member of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules management team of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation Company (the “Former Corporation DirectorsManagement Director”). (c) ICG Holdings, and eight Inc., a Delaware corporation (8) of “ICG”) or its assignee, shall have the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect right to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that nominate two (2) of individuals to be directors. (d) 3i shall have the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and right to nominate one (1) individual to be a director. (e) Wall Street Technology Partners LP, a Delaware limited partnership (“Wall Street”), shall have the right to nominate one (1) individual to be a director. (f) Wall Street and 3i, acting jointly, and ICG, acting individually, shall each have the right to nominate one (1) additional individual to be a director. Such directors shall be independent and not an Affiliate of any of the three Prior Preferred Holders, the Original Series AA Investors or the Series BB Investors. Such directors are referred to collectively as the “Independent Directors.” (3g) classes If at any time Wall Street ceases to own more than fifty percent (50%) of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors Series AA Preferred Stock and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy StatementSeries BB Preferred Stock, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors considered together as a single class, that it owns as of the Effective Time will serve date hereof (on a Fully-Diluted Basis), Wall Street’s right to appoint an individual to be a director pursuant to Section 3.1(e) shall immediately become null and void. If at any time 3i ceases to own more than fifty percent (50%) of the Series AA Preferred Stock and Series BB Preferred Stock that it owns as Directors until their respective successors are duly elected of the date hereof (on a Fully-Diluted Basis), 3i’s right to appoint an individual to be a director pursuant to Section 3.1(d) shall immediately become null and qualified void. If at any time ICG ceases to own more than fifty percent (50%) of the Series AA Preferred Stock and Series BB Preferred Stock that it owns as of the date hereof (on a Fully-Diluted Basis), ICG’s right to appoint an Independent Director pursuant to Section 3.1(f) shall immediately become null and void and ICG’s right to appoint two individuals to be directors pursuant to Section 3.1(c) shall be modified to permit ICG to appoint one individual to be a director. If at any time ICG ceases to own more than eighty percent (80%) of the Series AA Preferred Stock and Series BB Preferred Stock that it owns as of the date hereof (on a Fully-Diluted Basis), ICG’s right to appoint two individuals to be directors pursuant to Section 3.1(c) and ICG’s right to appoint an Independent Director pursuant to Section 3.1(f) shall each immediately become null and void. (h) Notwithstanding anything to the contrary contained in this Section 3.1, upon the redemption of the Series BB Preferred Stock, if the Company shall issue to the former holders of the Series BB Preferred Stock a one-year interest bearing note in lieu of payment in full in cash upon the redemption of the Series BB Preferred Stock in accordance with the CorporationCompany’s Fifth Articles of IncorporationAmendment and Restatement (the “Fifth Articles”), Bythe holders of a majority of the Series BB Preferred Stock outstanding immediately prior to the redemption shall have the right, upon the redemption of the Series BB Preferred Stock, to designate a majority of the directors of the Board. This right to designate a majority of the directors of the Board shall continue until the one-Laws year interest bearing note is paid in full in cash. All Stockholders and applicable law unless he the Company agree to take any actions necessary or she earlier resigns, retires, is removed or is unable desirable (including increasing the size of the Board but not including the removal of any directors designated by any such Stockholder) to serveenforce this right of the Series BB Investors to designate a majority of the directors of the Board.

Composition of Board of Directors. At the Effective Time, the Corporation’s (a) The Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve up to seven (127) members, except when the size of the then current members Board may need to be increased pursuant to Section 3.1(i) herein, at which time the Board shall consist of up to fifteen (15) members. Stockholders shall have the Corporation’s Board right to nominate directors as set forth below. All Stockholders shall comply with the provisions of Directors this Article 3 to ensure that nominees are elected to (including or removed from) the then current Chairman, President and Board. (b) The Chief Executive Officer of the Corporation)Company, designated as appointed by the Corporation before Board, shall be nominated by the mailing of Board as a director. (c) ABS Capital Partners V, L.P. (“ABS”) or its assignee, shall have the Joint Proxy Statement right to nominate one (as defined in the Merger Agreement), at least seven (71) of whom must individual to be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation a director (the “Former Corporation DirectorsABS Director”). (d) ICG Holdings, and eight Inc., a Delaware corporation (8) of “ICG”) or its assignee, shall have the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect right to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that nominate two (2) individuals to be directors, one of whom shall be an Independent Director (each, an “ICG Director”). (e) 3i shall have the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and right to nominate one (1) individual to be a director (the “3i Director”). (f) Wall Street Technology Partners LP, a Delaware limited partnership (“Wall Street”), shall have the right to nominate one (1) individual to be a director (the “Wall Street Director”). (g) Wall Street, 3i and ABS, acting jointly, shall have the right to nominate one (1) Independent Director. (h) If at any time ABS ceases to own at least fifty percent (50%) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors Preferred Stock that it owns as of the Effective Time will serve date hereof (after giving effect to the transactions contemplated by this Agreement), ABS’s right to appoint an individual to be a director pursuant to Section 3.1(c), and ABS’s right to participate in the nomination of an Independent Director pursuant to Section 3.1(g) shall each immediately become null and void. If at any time Wall Street ceases to own at least fifty percent (50%) of the Preferred Stock that it owns as Directors until their respective successors are duly elected of the date hereof (after giving effect to the transactions contemplated by this Agreement), Wall Street’s right to appoint an individual to be a director pursuant to Section 3.1(f) and qualified Wall Street’s right to participate in the nomination of an Independent Director pursuant to Section 3.1(g), shall each immediately become null and void. If at any time 3i ceases to own at least fifty percent (50%) of the Preferred Stock that it owns as of the date hereof (after giving effect to the transactions contemplated by this Agreement), 3i’s right to appoint an individual to be a director pursuant to Section 3.1(e), and 3i’s right to participate in the nomination of an Independent Director pursuant to Section 3.1(g), shall each immediately become null and void. If at any time ICG ceases to own at least fifty percent (50%) of the Preferred Stock that it owns as of the date hereof (after giving effect to the transactions contemplated by this Agreement), ICG’s right to appoint two individuals to be directors pursuant to Section 3.1(d) shall immediately become null and void. (i) Notwithstanding anything to the contrary contained in this Section 3.1, upon the redemption of any Series AA Preferred Stock (“Series AA Redemption Shares”) or Series CC Preferred Stock (“Series CC Redemption Shares” and, together with Series AA Redemption Shares, “Redemption Shares”), if the Company shall issue to the former holders thereof Redemption Notes (as defined in, and in accordance with the Corporation’s Articles of IncorporationCharter), By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.then the following provisions shall apply in the alternative:

Composition of Board of Directors. At On the Effective TimeClosing Date, the Corporation’s Company's Board of Directors shall be comprised expanded to eight persons comprising those five persons elected to the Board of twenty (20) Directors at the Company's 2000 Annual Meeting and the three designees of the Apollo Purchasers. Specifically, AIF IV shall have the right to elect one member to Board of Directors, AIF V shall have the right to consist elect one member to the Board of twelve (12) Directors and the Apollo Purchasers, collectively, shall have the right to elect the third member to the Board of Directors. If for any reason, any director appointed by any of AIF IV, AIF V or the then current Apollo Purchasers ceases to be a director before the expiration of his or her term, and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the Apollo Purchaser who elected such director shall have the right to appoint a director to fill such vacancy. In addition, to the extent AIF IV or AIF V, as the case may be, is no longer a holder of any shares of Preferred Stock and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the right of AIF IV or AIF V, as the case may be, to elect a member to the Board of Directors shall be deemed transferred to AIF V or AIF IV, as the case may be. To the extent neither AIF IV nor AIF V is a holder of any shares of Preferred Stock and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the Apollo Purchasers, collectively, shall have the right to elect the two members of the Corporation’s Board of Directors (including the then current Chairman, President previously elected by AIF IV and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.AIF V.

Composition of Board of Directors. At (a) The Company covenants and agrees to take all necessary or advisable actions to recommend to its directors and its shareholders that Shareholders’ Nominees be appointed or elected, as the Effective Timecase may be, to the Board of Directors at each meeting of directors called for the purposes of appointing directors and/or at each meeting of shareholders of the Company at which directors are to be elected and at such other times as may be required by the Shareholders, to give effect to the following: (i) on the date of this Agreement, the Corporation’s Board of Directors shall be reconstituted to be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) individuals, of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three individuals shall be Shareholders’ Nominees, two (32) classes of the Corporation’s Directors will individuals shall be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors incumbent directors and one (1) individual (who will also be appointed Chairman of the Board of Directors) shall be mutually selected by the Shareholders and the incumbent directors; and (ii) at the first meeting of shareholders of the Company following the date of this Agreement, the number of directors shall be increased to seven (7) and: (A) until such time as the Project has achieved the Operating Criteria, three (3) classes individuals who are Shareholders’ Nominees, three (3) individuals who are incumbent directors (other than Shareholders’ Nominees) and one (1) individual (who will also be appointed Chairman of the Corporation’s Directors will Board of Directors) who is mutually selected by the Shareholders and the incumbent directors (other than Shareholders’ Nominees) shall be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing appointed or elected directors of the Joint Proxy StatementCompany, each from time to time; and (B) after the Project has achieved the Operating Criteria, the percentage of the Corporation and WHN will designate in writing total number of directors comprising the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as represented by the Shareholders’ Nominees appointed and/or elected to the Board of Directors shall at all times approximate the percentage of the Effective Time will serve as Directors until outstanding Common Shares represented by the number of Common Shares then beneficially owned by the Shareholders and their respective successors are duly Affiliates and/or over which they exercise control or direction, in the aggregate (calculated, in each case, on a non-diluted basis). (b) The Company covenants and agrees to take such other action necessary or advisable to facilitate the appointment to and continuing membership on the Board of Directors of the Shareholders’ Nominees. (c) The Shareholders shall have the right to request any Shareholders’ Nominee to resign as a director at any time. In the event of the resignation, death or disqualification of a Shareholders’ Nominee, the Shareholders shall have the right to nominate a replacement director and, in such event, the Company covenants and agrees to take all necessary actions to recommend to its directors and its shareholders that such replacement be appointed or elected and qualified in accordance with Section 4.1(a). Any vacancy on the Corporation’s Articles Board of IncorporationDirectors created by the removal, By-Laws and applicable law unless he death, disqualification or she earlier resignsresignation of a Shareholders Nominee shall be filled with a new Shareholders’ Nominee. If the Shareholders fail to designate a new nominee within 30 days of the death, retiresdisqualification, is removed resignation or is unable removal of a Shareholders’ Nominee, the Shareholders shall be entitled to servedesignate an individual to act as an observer at the meetings of the Board of Directors.

Composition of Board of Directors. At the Effective Time, the Corporation’s 's Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s 's Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “"independent” " under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “"Former Corporation Directors”"), and eight (8) of the then current members of WHN’s 's Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “"independent” " under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “"Former WHN Directors”"). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s 's place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s 's Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s 's Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s 's Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s 's Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.

Composition of Board of Directors. At the Effective Time(a) No later than December 8, 2005, the Corporation’s Board of Directors shall, pursuant to the powers granted to it under the Bylaws, increase the size of the Board of Directors by three and elect the initial Third Point Designees named in this Stockholders Agreement to fill the new directorships so created on the Board of Directors and to serve in such capacity from such date of election through the Director Termination Date. (b) Until and including the earlier of (i) the Director Termination Date and (ii) an annual meeting of the Company to be held during 2007, the Board of Directors shall, at each meeting of stockholders of the Company at which the terms of the Third Point Designees are scheduled to expire, nominate the Third Point Designees to stand for election as directors of the Company for a succeeding term in accordance with the Company's procedures for nomination of directors as provided for in its Bylaws, recommend such election and solicit proxies in respect thereof and vote the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with such meeting in favor of the Third Point Designees, except for such proxies that specifically indicate a vote to withhold authority with respect to the Third Point Designees. (c) Until the Director Termination Date, the Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of cause any vacancy created on the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer by reason of the Corporationdeath, resignation or removal of a then serving Third Point Designee to be filled promptly by a successor Third Point Designee named by the Stockholders as follows: 4 NSD\56089.7 (i) In the event of the death or disability of a Third Point Designee, or following the termination of all employment of a Third Point Designee with all of the Stockholders, the Stockholders shall be entitled to designate a replacement for the vacancy left by the death or disability, or termination of such full-time employment, of such Third Point Designee by written notice delivered to the Company to serve on the Board of Directors in accordance with SECTION 7.03 of this Agreement. Such subsequently designated Third Point Designee shall be an individual of high personal integrity and ethics, relevant expertise and professional experience and such other qualifications, as determined by the nominating committee of the Board of Directors. Such subsequent nomination shall be promptly reviewed by and subject to the approval of the nominating committee and thereafter such replacement shall be promptly elected to the Board of Directors, provided such approval of the nominating committee and of the Board of Directors shall not be unreasonably withheld or delayed. (ii) Other than pursuant to SECTION 2.01(C)(I) above, and only following June 2, 2006, the Stockholders shall only be entitled to replace one of the initial Third Point Designees (or any substitute Third Point Designee permitted under SECTION 2.01(C)(I) above). Such subsequently designated Third Point Designee shall be an individual of high personal integrity and ethics, relevant expertise and professional experience and such other qualifications, as determined by the nominating committee of the Board of Directors. Such subsequent nomination shall be promptly reviewed by and subject to the approval of the nominating committee and thereafter such replacement shall be promptly elected to the Board of Directors, provided such approval of the nominating committee and of the Board of Directors shall not be unreasonably withheld or delayed. In the event the Stockholders desire to replace one of the Third Point Designees as permitted pursuant to this SECTION 2.01(C)(II), designated by the Corporation before Stockholders shall provide written notice of their desire to replace such Third Point Designee in accordance with SECTION 7.03 of this Agreement. (iii) The Stockholders shall provide the mailing information requested pursuant to SECTION 2.03 to the Company and the Board of Directors regarding any substitute Third Point Designee permitted under this SECTION 2.01(C). (d) While serving on the Board of Directors and any committee thereof, each Third Point Designee shall be entitled to all the rights and privileges of the Joint Proxy Statement (as defined other directors and committee members, including, without limitation, access to the Company's outside advisors; PROVIDED that each Third Point Designee shall not be entitled to participate in or observe, and shall upon the Merger Agreement), at least seven (7) of whom must be “independent” under the rules good faith request of the New York Stock Exchange and Board of Directors or any such committee recuse himself or herself from, any meeting or portion thereof at which the Securities and Exchange Commission Board of Directors or any such committee is evaluating and/or taking action with respect to (x) the Corporation (the “Former Corporation Directors”), and eight (8) ownership of Voting Securities specifically by any member of the then current members Restricted Group, (y) the exercise of WHN’s any of the Company's rights or enforcement of any of the obligations of any member of the Restricted Group under this Stockholders Agreement or (z) any transaction proposed by, or with, any member of the Restricted Group. The Board of Directors (including or any such committee shall be entitled to take such actions as it shall deem reasonably necessary or appropriate to carry out the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing provisions of the Joint Proxy Statement, at least five preceding sentence. (5e) of whom must The Stockholders shall no longer be “independent” under entitled to have the rules of Third Point Designees serve on the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as from and after the Director Termination Date, at 5 NSD\56089.7 which time the Stockholders will cause the Third Point Designees immediately to resign from the Board of Directors. In furtherance thereof, each Third Point Designee shall provide, upon election or appointment to the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles Board of IncorporationDirectors, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to servean executed resignation effective upon a Director Termination Date.

Composition of Board of Directors. At On the Effective TimeClosing Date, the Corporation’s ----------------------------------- Company's Board of Directors shall be comprised expanded to eight persons comprising those five persons elected to the Board of twenty (20) Directors at the Company's 2000 Annual Meeting and the three designees of the Apollo Purchasers. Specifically, AIF IV shall have the right to elect one member to Board of Directors, AIF V shall have the right to consist elect one member to the Board of twelve (12) Directors and the Apollo Purchasers, collectively, shall have the right to elect the third member to the Board of Directors. If for any reason, any director appointed by any of AIF IV, AIF V or the then current Apollo Purchasers ceases to be a director before the expiration of his or her term, and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the Apollo Purchaser who elected such director shall have the right to appoint a director to fill such vacancy. In addition, to the extent AIF IV or AIF V, as the case may be, is no longer a holder of any shares of Preferred Stock and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the right of AIF IV or AIF V, as the case may be, to elect a member to the Board of Directors shall be deemed transferred to AIF V or AIF IV, as the case may be. To the extent neither AIF IV nor AIF V is a holder of any shares of Preferred Stock and the Apollo Purchasers have Preferred Stock Approval Rights at such time, the Apollo Purchasers, collectively, shall have the right to elect the two members of the Corporation’s Board of Directors (including the then current Chairman, President previously elected by AIF IV and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.AIF V.

Composition of Board of Directors. At 3.2.1. The Board shall consist of 8 (eight) Directors being (i) at least 3 (three) DTPL nominated Directors (“DTPL Directors”); (ii) each Senior Management Persons to be nominated as a Director (“SMP Directors”); and (iii) 1 (one) independent Director nominated jointly by DTPL and Senior Management Persons. 3.2.2. With effect from the Effective TimeClosing Date, each SMP Director shall be the Corporation’s Board executive directors of the Company and shall be subject to the terms of an employment agreement in the Agreed Form. 3.2.3. DTPL Directors shall be comprised of twenty (20) Directors, such individuals as may be nominated by DTPL from time to consist of twelve (12) time at its sole discretion. 3.2.4. The DTPL Directors shall be appointed as a non-executive Director of the then current members of the Corporation’s Board of Directors (including the then current Chairman, President Company and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement shall not be considered or named as an officer who is in default (as defined under the Act). 3.2.5. DTPL shall have a right to nominate, change and replace the DTPL Director(s) on the Board. In the event of any vacancy being caused in the Merger Agreement)office of a DTPL Director, at least seven such vacancy shall be filled by nomination by DTPL. 3.2.6. If any SMP Director ceases to be a Shareholder or becomes a Defaulting Shareholder for the purposes of Clause 14, (7a) The consequence of whom must Event of Default under clause 14.2 shall be “independent” under the rules followed; and (b) he shall resign and shall be deemed to have resigned as an employee of the New York Stock Exchange Company. 3.2.7. For the purposes of Clause 3.2.6, no separate letter of resignation shall be required from the Senior Management Persons and the Securities and Exchange Commission deeming provision at Clause 3.2.6 shall suffice to make all such filings with respect the relevant Governmental Authorities as may be required. 3.2.8. Any nomination, appointment or removal by DTPL of its nominee shall be effected by notice in writing to the Corporation (Board by the “Former Corporation Directors”), authorized representative of DTPL. Any such removal shall take effect upon receipt of such notice by the Board and eight (8) any appointment shall take effect from the date the nominee is appointed by a resolution of the then current members Board. The Parties hereby agree to take all reasonable effort to forthwith convene a Board Meeting and undertake to vote in favor of WHN’s such appointment. 3.2.9. The Shareholders shall have the right by notice in writing to the Board to nominate an Alternate Director to act in place of Directors (including a nominee nominated by such Party in accordance with Applicable Laws. The Company and the then current Chairman and Chief Executive Officer of WHN), designated by WHN before Shareholders shall take all steps necessary to secure the mailing appointment of the Joint Proxy Statement, at least five (5) of whom must alternate Director. The alternate Director so appointed shall be “independent” under entitled to attend the rules meetings of the New York Stock Exchange Board and vote in place of the Securities original Director who is unable to attend any Board Meeting. Any such Alternate Director shall be counted towards the quorum and Exchange Commission with respect shall be entitled to receive notice of all Board Meetings and generally to perform all other functions of the original Director in his absence. 3.2.10. Subject to the Corporation terms hereof, each Director shall be entitled to nominate an alternate to attend and vote at meetings of the Board in the absence of the appointed Director (the “Former WHN DirectorsAlternate Director”). If any Former Corporation The Alternate Director shall be approved in writing by the relevant nominating Director or Former WHN Director designated the nominating Shareholder and shall be unable or unwilling appointed by the Board in accordance with the provisions of the Act and this Agreement. The Alternate Director shall be considered for the constitution of quorum and shall be entitled to serve as a attend and vote at such meetings in place of the Director and generally perform all functions of the Director in such Director’s absence. Upon the appointment of the Alternate Director, all notices and other materials that are circulated to the Directors shall be circulated to the Director and the Alternate Director appointed by Director. Any Alternate Director nominated by the Senior Management Person to attend and vote at the Effective Timemeetings of the Board in the absence of the SMP Director, the party which designated such individual as indicated above shall designate another individual reasonably acceptable be subject to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) prior written consent of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assignedDTPL. 3.2.11. The members of the Corporation’s Board of shall not be entitled to any remuneration in their capacity as Directors as but shall be entitled to be reimbursed for travel, accommodation and related expenses for attending Board Meetings and other Company business events. 3.2.12. Subject to the provisions of the Effective Time will serve Act and Clause 4 of this Agreement, any matter to be decided by the Board may be decided by way of a circular resolution, where: (a) the draft resolution along with an explanatory note has been circulated to all Directors; and (b) Subject to Clause 4, a majority of all Directors entitled to vote shall have approved the resolution. All Affirmative Vote Matters shall need to be approved as Directors until their respective successors are duly elected per the provisions of Clause 4 or Clause 5, as applicable, and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable so approved shall be deemed to servehave been rejected.