Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company in the manner provided in the By-Laws of the Company for Common Stock certificates. The Right Certificates shall be countersigned by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the CompanyRights Agent, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, and receipt by the Rights Agent of (i) written notice of the Distribution Date pursuant to Section 3(a), and (ii) a stockholder list and all relevant information reasonably requested by the Rights Agent pursuant to Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates Warrants shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer its Chief Executive Officer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyChief Financial Officer, either manually or by facsimile signature. The Right Certificates Warrants shall be manually countersigned by the Rights Warrant Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Warrant shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Right CertificatesWarrant, nevertheless, may be countersigned by the Rights Agent and Warrant Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates Warrant had not ceased to be such officer of the Company; and any Right Certificate Warrant may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right CertificateWarrant, shall be a proper officer of the Company to sign such Right CertificateWarrant, although at the date of the execution of this Warrant Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights . The Warrant Agent will keep or cause to be kept, at an one of its offices, or at the office or agency designated for such purposeof one of its agents, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders Holders of the Right Warrant Certificates, the number of Rights warrants evidenced on its the face by of each of the Right Certificates such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the Right issuance of Warrant Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by in the Chairman manner provided in the Code of Regulations of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signatureCompany for Common Stock certificates. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the President, any of the Vice Presidents, Presidents or the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of all required information necessary for books of registration, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the or its Treasurer or the Controller of the CompanyChief Financial Officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by in the Chairman manner provided in the Bylaws of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signatureCompany for Common Stock Certificates. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal offices, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any Vice Chairman of the Board, its President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, Chief Financial Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary Secretary, an Assistant Secretary, the Treasurer or an Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place for such purposesurrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep keep, or cause to be kept, at an its principal office or agency offices designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary or the Treasurer or any Assistant Treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the President, any of the Vice Presidents, Presidents or the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be --------------------------------- executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any Vice Chairman of the Board, its President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be countersigned either manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect from the Company and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, ; shall have affixed thereto the Company's seal or a facsimile thereof, ; and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Agent shall countersign the Right Certificates, either manually or by facsimile signature, and the Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nonetheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect and all other relevant information, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the 17 14 execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the or its Treasurer or the Controller of the CompanyChief Financial Officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right Certificates) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person who, person who at the actual date of the such execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although even though such person was not such an officer at the date of the execution of this Agreement any such Person was not such an officerAgreement. (b) Following the Distribution Date, the Rights Agent will shall keep or cause to be keptkept at its principal offices in Ridgefield Park, at an office or agency designated for such purposeNew Jersey, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.

Countersignature and Registration. (a) The Right Certificates --------------------------------- shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates --------------------------------- shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, any Vice Chairman, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person individual was not such an officer. (b) Following the Distribution Date, upon receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a) hereof, the Rights Agent will keep keep, or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency of the Rights Agent designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President and Chief Executive Officer, its Chief Financial Officer or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, and receipt by the Rights Agent will of notice of such occurrence, and of all other necessary information and documentation, as provided in Section 3(a) hereof, the Rights Agent shall keep or cause to be kept, at an its office or agency offices designated as the appropriate place for such purposesurrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates Rights Certificates, the Rights Certificate number and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company Com- pany before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, neverthelessnever- theless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal corporate trust office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right --------------------------------- Certificates shall be executed on behalf of the Company by the Chairman its chairman of the Board of Directors, the President, its president or any of the Vice Presidents, the Treasurer or the Controller of the Companyvice president, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof that shall be attested by the Secretary secretary or an Assistant Secretary assistant secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep keep, or cause to be kept, at an the office or agency of the Rights Agent designated for such purposepurposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights as evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any of the Vice PresidentsChairman, the Treasurer its President or the Controller of the Companyany Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed or attested any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed or attested such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed or attested on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign or attest such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency such other office designated by it for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names name(s) and addresses address(es) of the respective holders holder(s) of the each Right CertificatesCertificate, the number of Rights evidenced on its face by each Right Certificate, the certificate number of the each Right Certificates Certificate and the date of each of the Right CertificatesCertificate.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, its President and Chief Executive Officer or any of the Senior Vice Presidents, the Treasurer President or the Controller any Vice President of the Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books records for registration and transfer of the Right Certificates issued hereunder. Such books records shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and Certificates, the date of each of the Right Certificates and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person individual was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, ; shall have affixed thereto the Company's seal or a facsimile thereof, ; and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent shall countersign the Right Certificates, either manually or by facsimile signature, and the Right Certificate shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nonetheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.issued

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directorsits Chief Executive Officer, the its President, its Chief Financial Officer, or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by a Director, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a1) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Operating Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b2) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place for such purposesurrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the certificate number and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directorsits Chief Executive Officer, the its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually countersigned by an authorized signatory of the Rights Agent and Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, . In case any authorized signatory of the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer who shall have countersigned any of the Right Certificates issued hereunder. Such books shall show cease to be such signatory before delivery by the names and addresses of the respective holders of the Company, such Right Certificates, nevertheless, may be issued and delivered by the number of Rights evidenced on its face by each of Company with the Right Certificates same force and effect as though the date of each of the Right Certificates.person who countersigned such

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Presidentits Chief Executive Officer, its President or any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Presidentits Chief Executive Officer, any of the Vice PresidentsChairman, the Treasurer its President or the Controller of the Companyany Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place for such purposesurrender of Right Certificates upon exercise or transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and Certificate, the date of each Right Certificate and the number of the each Right CertificatesCertificate.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right --------------------------------- Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Corporate Secretary or an Assistant Secretary Corporate Secretary, or the Treasurer or an Assistant Treasurer, of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits shareholder services office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, any of the Vice Presidents, the Treasurer Chief Executive Officer or the Controller of the CompanyChief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary General Counsel of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep keep, or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurpose (the “Designated Office”), books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the President, any of the Vice Presidents, Presidents or the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be duly executed on behalf of the Company by the Chairman any two authorized officers of the Board of DirectorsCompany, including, without limitation, the President, any of a Vice President, the Vice PresidentsSecretary, an Assistant Secretary, the Treasurer or the Controller of the Companyan Assistant Treasurer, either manually or by facsimile signature, shall have affixed thereto signature or by other customary means of electronic transmission. Upon written request by the Company's seal or a facsimile thereof, and the Right Certificates shall be attested countersigned by the Secretary or an Assistant Secretary of the CompanyRights Agent, either manually or by facsimile signature. The signature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who that signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person whothat, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such Person was not such an officer. (b) . Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at an its office or agency offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Chief Financial Officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency of the Rights Agent designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.. 4872-4688-7820.9

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsBoard, the President, any Vice Chairman of the Vice PresidentsBoard, the Treasurer Chief Executive Officer or the Controller President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the one of its Chairman of the Board of DirectorsBoard, the Presidentits Chief Executive Officer, its Chief Financial Officer, its General Counsel, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President, Chief Financial Officer or any of the Senior Vice Presidents, the Treasurer President or the Controller of the CompanyVice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place for such purposesurrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the certificate number and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Vice Chairman of the Board, its Chief Financial Officer or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the any one of its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Senior Vice President or Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates Rights Certificate shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Right Certificates Rights Certificate shall be manually countersigned manually, or, if permitted by the Company, by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right CertificatesRights Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates Rights Certificate had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by the Company's Chairman of the Board of Directorsand Chief Executive Officer, the President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be manually countersigned by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates Rights Certificate had not ceased to be such officer of the Company; , and any Right Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at an office or agency designated for such purposeits principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of Rights Certificate, and the Right Certificates certificate number and the date of issuance of each of the Right CertificatesRights Certificate.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually, or, if permitted by the Company, by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep keep, or cause to be kept, at an its principal office or agency offices designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by 10 14 facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Chief Operating Officer, any of the its Executive Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman President, the Chief Executive Officer, the Chief Financial Officer or any Senior Vice President of the Board of Directors, the President, Company or any of the Vice Presidents, the Treasurer or the Controller other duly authorized officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, ; shall have affixed thereto the Company's seal or a facsimile thereof, ; and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent shall countersign the Right Certificates, either manually or by facsimile signature, and the Right Certificate shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nonetheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, any of the Vice Presidents, the its Treasurer or the Controller of the Companyany Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by an authorized signatory of the Secretary Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was person is not such an officer. (b) . Following the Distribution Date, receipt by the Rights Agent will of notice to that effect and all other information and documents referred to in Section 3(a), the Rights Agent shall keep or cause to be kept, at an the office or agency of the Rights Agent designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution signing of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsPresident, the Vice President, any of the Vice PresidentsChief Financial Officer, the Treasurer Treasurer, the Secretary or the Controller any other duly authorized officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually countersigned or by facsimile or other electronic signature by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Companyits Chief Financial Officer, either manually or by facsimile signature. The Right Certificates shall be either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person individual was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its shareholder services office or agency such other office designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent which may be, but need not be, the same signatory for all of the Rights Certificates, and shall not be valid for any purpose unless so countersigned. In , in case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an the designated office or agency designated for such purposeof the Rights Agent, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the President, the Chief Financial Officer or any of the Vice Presidents, the Treasurer or the Controller Presidents of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect and all other necessary information and documents referred to in Section 3(b), the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of all required information necessary for books of registration, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of a written notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile 7 18 signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent or any registrar for the Common Stock (the "Registrar") and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Corporate Secretary or an Assistant Secretary Corporate Secretary, or the Treasurer or an Assistant Treasurer, of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits shareholder services office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman or Vice Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall at any time cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeone of its offices in New York, New York, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, the Certificate Number of each such Right Certificate and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman its chairman of the Board of Directors, the President, its president or any of the Vice Presidents, the Treasurer or the Controller of the Companyvice president, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof that shall be attested by the Secretary secretary or an Assistant Secretary assistant secretary or treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution DateDate and written notice thereof to the Rights Agent, the Rights Agent will keep keep, or cause to be kept, at an the office or agency of the Rights Agent designated for such purposepurposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights as evidenced on its face by each of the Right Certificates and the date and certificate number of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the PresidentChief Executive Officer, President or any of the Vice Presidents, the Treasurer or the Controller of the Company, President either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent manually or by facsimile and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights --------------------------------- Certificates shall be executed on behalf of the Company by the its Chairman of the Board Board, any Vice Chairman of Directorsthe Board, the its President, its Chief Executive Officer, or any of the Vice PresidentsPresident, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency the offices designated for such purposeby the Rights Agent, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the certificate number and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Companyits Chief Executive Officer, either manually or by facsimile signature or other electronic signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary Chief Financial Officer of the Company, either manually or by facsimile signature or other electronic signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature or other electronic signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Issuance Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's Company"s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to 17 sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, its Chief Executive Officer or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right Certificates) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person who, person who at the actual date of the such execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although even though such person was not such an officer at the date of the execution of this Agreement any such Person was not such an officerAgreement. (b) Following the Distribution Date, the Rights Agent will shall keep or cause to be keptkept at its offices in New York, at an office or agency designated for such purpose, New York books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature counter- signature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned counter- signed by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof that shall be attested by the Secretary secretary or an Assistant Secretary assistant secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep keep, or cause to be kept, at an the office or agency of the Rights Agent designated for such purposepurposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights as evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates Rights Certificates, when issued separately, shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the its Chief Executive Officer, its President, or any of the its Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Operating Officer, its President, any of the Vice Presidents, the Treasurer Chairmen or the Controller of the Companyany Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep keep, appropriate place for surrender of Rights Certificates upon exercise or cause to be kept, at an office or agency designated for such purposetransfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be countersigned either manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated as the appropriate place for surrender of such purposeRight Certificate for transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the certificate number and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, the certificate numbers of each Right Certificate and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, and receipt by the Rights Agent of notice to that effect and all other necessary information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any Vice Chairman of the Board, its Chief Executive Officer, its President or any Vice Presidents, the Treasurer or the Controller of the Company, President either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates --------------------------------- shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any Vice Chairman of the Board, any President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and 14 12 delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.