Common use of Exercise of Rights; Purchase Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Exchangeable Share as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close of Business on September 25February 17, 2009 2002 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Exchangeable Share purchasable pursuant to the exercise of a Right shall initially be an amount equal to U.S. $80150 multiplied by the Merger Exchange Ratio, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. of this Section 7. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares Exchangeable Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Exchangeable Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Exchangeable Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and , (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that , and (v) tender to the Company is obligated to issue other securities (including Common Shares) all payments received on exercise of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriateRights. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one oneten-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25February 19, 2009 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption DateREDEMPTION DATE") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one oneten-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80200, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one oneten-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Except, as otherwise provided herein, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executedexecuted (with signatures duly guaranteed), to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the surrendered Rights are then being exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a share of Preferred Share purchasable Stock issued pursuant to the exercise of a Right shall initially be $80160.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America America, in accordance with paragraph (c7(c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the aggregate Purchase Price for applicable to the shares number of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax Transfer Tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof in cash or by certified check, cashier's check check, bank draft or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shall shall, subject to Section 20(j) hereof, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if Stock certificate(s) representing the Rights Agent is the transfer agent) certificates for the total number of one one-hundredths of a share of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of one one-hundredths of a share of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriateas provided in Section 14(b), at the election of the Company, cause depositary receipts to be issued in lieu of fractional shares of Preferred Stock, (iii) if the election provided for in the immediately preceding clause (ii) has not been made, requisition from the Company the amount of cash, if any, cash to be paid in lieu of the issuance of fractional shares of Preferred Stock in accordance with Section 14 14(b) hereof; , (iiiiv) promptly after receipt of such certificates or and/or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (ivv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In ; PROVIDED, HOWEVER, THAT in the event that the Company is obligated to issue case of a purchase of securities, other securities (including Common Shares) than shares of the Company Preferred Stock, pursuant to Section 11(a13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding in such case to that referred to in the foregoing clauses (i) through (v) of this Section 7(c). Notwithstanding the foregoing provisions of this Section 7(c), the Company shall make all arrangements necessary so that may suspend the issuance of shares of Preferred Stock or other securities upon exercise of a Right for a reasonable period, not in excess of 90 days, during which the Company seeks to register under the Securities Act and any applicable securities law of any other jurisdiction, the shares of Preferred Stock or such other securities are available for distribution by to be issued pursuant to the Rights AgentRights; PROVIDED, if and when appropriateHOWEVER, THAT nothing contained in this Section 7(c) shall relieve the Company of its obligations under Section 9(c) hereof. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assignsassign, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding any provision of this Rights Agreement to the contrary, from and after the first occurrence of a Flip-In Event, any Rights that are beneficially owned by (i) an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), (ii) a direct or indirect transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a direct or indirect transferee of such Acquiring Person (or any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person's becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board of Directors has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Rights Agreement or otherwise. The Company shall use all reasonable effort to ensure that the provisions of this Section 7(e) are complied with, but shall have no liability to any holder of Right Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person (or any Associate or Affiliate thereof) and no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person (or any Associate or Affiliate thereof) or to any nominee of such Acquiring Person, Associate or Affiliate. Any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person (or any Associate or Affiliate thereof) shall be canceled. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office Designated Office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25August 15, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8020.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25June 12, 2009 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80120.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25, 2009 the tenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80155.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of Preferred Shares into issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate.one- (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. . (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.a

Exercise of Rights; Purchase Price; Expiration Date of Rights. (aa. Subject to Section 7(e) Except as otherwise provided hereinof this Agreement, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercisedexercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 of this Agreement, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) b. The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable issuable pursuant to the exercise of a Right shall initially be $80, 1.7465 and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, of this Agreement and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) c. Upon receipt of a Rights Certificate representing exercisable Rights, together with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares number of one-thousandths of a Preferred Share (or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof of this Agreement in cash, or by certified check, cashier's check or money order cashier’s check payable to the order of the Company, the Rights Agent shall shall, subject to Section 20(k) of this Agreement, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for the Preferred Shares) a certificate or certificates for the number of one-thousandths of a Preferred Shares Share to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, requests or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of one-thousandths of a Preferred Shares into Share issuable upon exercise of the Rights hereunder with a depositorydepository agent, requisition from the depositary depository agent depositary of depository receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary depository agent) and the Company hereby directs such depositary the depository agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; of this Agreement, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount maybe reduced (including to zero) pursuant to Section 11(a)(iv) of this Agreement) may be made in cash or by certified check or cashier’s check payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) of this Agreement, the Company shall will make all arrangements necessary so to that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) d. In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his or her duly authorized assigns, subject to the provisions of Section 14 hereofof this Agreement. e. Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (a “Post Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights Agent pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e) (a “Prior Transferee”) or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through one or more intermediate transferees, shall place an appropriate notation on the become null and void without any further action and no holder of such Rights Certificate shall have any rights whatsoever with respect to those such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) of this Agreement are complied with, but shall have no liability to any holder of Rights exercisedCertificates or to any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or transferees hereunder. (e) f. Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, The Rights shall not be exercisable prior to the Distribution Date. The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25June 14, 2009 2017 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the "“Redemption Date"”) or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof25 hereof (the “Exchange Date”). (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8058, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company9(e) hereof, the Rights Agent shall shall, subject to Section 21(j) hereof, thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depositorydepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 15 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price shall be made in cash or by certified or bank official check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 Sections 6 and 15 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the occurrence of the event described in Section 11(a)(ii) hereof, any Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Board of Directors has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof and no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate. Any Right Certificate delivered to the Rights Agent for transfer to any of the foregoing Persons, or which represents void Rights, shall be cancelled. The Company shall use reasonable efforts to effect compliance with the provisions of this Section 7(e), but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer as set forth in Section 6 hereof or exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such assignment or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25July 31, 2009 2018 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") ”), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8072.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby Com directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 2526, 2009 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8055.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by cash, certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary depository agent depositary depository receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary depository agent) and the Company hereby directs such depositary the depository agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury the number of Preferred Shares that will be sufficient to permit the contrary, neither the exercise in full of all outstanding Rights Agent nor the Company shall be obligated to undertake any action in accordance with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request7.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof.the (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80220, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25April 30, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $801.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof hereof, by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, requests or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case case, certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) ), and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25May 1, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price purchase price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right (the "Purchase Price") shall initially be $80250.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of one one-thousandths of a Preferred Shares Share to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date and prior to the Expiration Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercisedin cash, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with by certified check or bank draft payable to the form of election to purchase and certificate duly executed, accompanied by payment order of the Company, equal to the sum of (i) the aggregate Purchase Price for the shares total number of one one-thousandths of a Preferred Share as to be purchased which such surrendered Rights are exercised and (ii) an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with the provisions of Section 9 hereof 9(d). (b) Upon receipt of a Right Certificate representing exercisable Rights with the form of election to purchase duly executed, accompanied by certified check, cashier's check or money order payable to the order of the Companypayment as described above, the Rights Agent shall thereupon will promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for representing the number of one one-thousandths of a Preferred Shares Share to be purchased (and the Company hereby irrevocably authorizes any such and directs its transfer agent to comply with all such requests), or (B) or, if the Company, in its sole discretion, shall have elected Company elects to deposit Preferred Shares into issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby irrevocably authorizes and directs such depositary agent to comply with all such request; requests), (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates (or depositary receipts, as the case may be), cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and , (iii) when appropriate, requisition from the Company or any transfer agent therefor (or make available, if the Rights Agent is the transfer agent) certificates representing the number of equivalent common shares to be issued in lieu of the issuance of Common Shares in accordance with the provisions of Section 11(a)(iii), (iv) when appropriate, after receipt of such certificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, (v) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with the provisions of Section 14 or in lieu of the issuance of Common Shares in accordance with the provisions of Section 11(a)(iii), (vi) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate, and (vii) when appropriate, deliver any due b▇▇▇ or other instrument provided to the Rights Certificate. In the event that Agent by the Company is obligated for delivery to issue other securities (including Common Shares) the registered holder of the Company pursuant to such Right Certificate as provided by Section 11(a11(l), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (dc) In case the registered holder of any Rights Right Certificate shall exercise exercises less than all the Rights evidenced thereby, the Company will prepare, execute and deliver a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by and the Rights Agent will countersign and deliver such new Right Certificate to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised14. (ed) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall will be obligated to undertake any action with respect to a registered holder upon the occurrence any purported transfer, split up, combination or exchange of any purported Right Certificate pursuant to Section 6 or exercise of a Right Certificate as set forth in this Section 7 unless the registered holder of such Right Certificate has (i) completed and signed the certificate contained in following the appropriate form of assignment or the form of election to purchase purchase, as applicable, set forth on the reverse side of the Rights Right Certificate surrendered for such transfer, split up, combination, exchange or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall may reasonably request. The Rights Agent will endeavor to comply with the provisions hereof to the extent it has received instructions from the Company concerning such matters.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent or at any other office of the Rights Agent designated for such purpose, together with payment of the Purchase Price in accordance with the terms of Section 7(c) for each one one-hundredth of a share of Preferred Share Stock (or other securities) as to which the such surrendered Rights are exercised, at or prior to the earliest close of (i) business on the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80110.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, Rights with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased (and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof 9) in cash, or by certified check, cashier's check or money order bank draft payable to the order of the Company, the Rights Agent shall thereupon promptly promptly: (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for representing the number of shares of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests), or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of shares of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 hereofor the amount of cash to be paid in lieu of the issuance of Common Stock in accordance with Sections 11(a)(iii), 13 or 24; (iii) promptly after receipt of such certificates (or depositary receipts, when appropriate), cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common SharesStock) of the Company pursuant to Section 11(a)Sections 11 or 24, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the earlier of (i) the Distribution Date or (ii) the occurrence of any of the events specified in Section 11(a)(ii) or Section 13, any Rights beneficially owned by: (A) an Acquiring Person (or any Associate or Affiliate of such Person), regardless of whether such Acquiring Person, Associate or Affiliate beneficially owned such Rights on the Distribution Date or the date of the first occurrence of any of the events described in Section 11(a)(ii) or Section 13, or whether such Rights were first beneficially owned at any time thereafter, (B) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee after the Acquiring Person becomes such, or (C) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (1) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Person) to holders of equity interests in such Acquiring Person (or any Associate or Affiliate of such Person) or to any Person with whom the Acquiring Person (or Associate or Affiliate of such Person) has any continuing agreement, arrangement or understanding regarding either the transferred Rights or shares of Common Stock, or (2) a transfer which the Board of Directors has determined to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall be null and void and nontransferable without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights or any other Person as a result of its failure to make any determination under this Section 7(e) and Section 4(b) with respect to any Person, any Acquiring Person, or any Affiliate, Associate or transferee of any such Person or Acquiring Person. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such assignment or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Sections 7(e), 7(f), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share Common Unit as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The purchase price (the “Purchase Price Price”) for each one one-hundredth of a Preferred Share purchasable Common Unit issuable pursuant to the exercise of a Right shall initially be Eighty Dollars ($8080.00), and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares number of Common Units (or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof in cash, or by certified check, cashier's check or money order cashier’s check payable to the order of the CompanyPartnership, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Common Units (or make available, if the Rights Agent is the transfer agentagent for the Common Units) a certificate or certificates for the number of Preferred Shares Common Units to be purchased and the Company Partnership hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company Partnership the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares Common Units in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iv) hereof) may be made in cash or by certified bank check or bank draft payable to the order of the Partnership. In the event that the Company Partnership is obligated to issue other securities (including Common Shares) of the Company Partnership, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall Partnership will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his or her duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a Post Transferee, (iii) a Prior Transferee or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through one or more intermediate transferees, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Partnership shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or to any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company Partnership shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company Partnership shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, The Rights shall not be exercisable prior to the Distribution Date. The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25October 6, 2009 2013 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the "“Redemption Date"”) or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof25 hereof (the “Exchange Date”). (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8060, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company9(e) hereof, the Rights Agent shall shall, subject to Section 21(j) hereof, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depositorydepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 15 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price shall be made in cash or by certified or bank official check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 Sections 6 and 15 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the occurrence of the event described in Section 11(a)(ii) hereof, any Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Board of Directors has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof and no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate. Any Right Certificate delivered to the Rights Agent for transfer to any of the foregoing Persons, or which represents void Rights, shall be cancelled. The Company shall use reasonable efforts to effect compliance with the provisions of this Section 7(e), but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise transfer as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.in

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to subsection (e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of Preferred Shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25April 21, 2009 2008 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the "Redemption DateREDEMPTION DATE") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof25 hereof (such earliest time being herein referred to as the "EXPIRATION DATE"). (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8085.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the appropriate form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof in cash or by certified check, cashier's check or money order or bank draft paid or payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon conversion of the Rights hereunder into a depositorydepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such shall direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 15 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 15 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company determines is part of any oral or written plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations hereunder with respect to an Acquiring Person or the Affiliates, Associates or transferees of an Acquiring Person. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one onetwenty-hundredth fifth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") ”), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one onetwenty-hundredth fifth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80100, and shall be subject to adjustment from time to time as provided in Section 11 or Section 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by cash or by certified check, cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one onetwenty-hundredths fifths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth the appropriate number of a Preferred Share shares of Common Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25March 8, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or and (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth whole share of a Preferred Share Common Stock purchasable pursuant to the exercise of a Right shall initially be $8020, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof (the "Purchase Price") and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) Common Stock certificates for the number of Preferred Shares shares of Common Stock to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In Except as otherwise provided herein, in case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Certificate surrendered for such transfer or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise As provided herein, the each Right shall be exercisable to purchase one Common Share, subject to adjustment. The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25May 26, 2009 2018, subject to extension (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") or ”), and (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Common Share purchasable pursuant to the exercise of a Right shall initially be $80200, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America or in Common Shares in accordance with paragraph (cSection 7(c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified checkhereof, cashier's check or money order payable to the order of the Companyas set forth below, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified check, cashier’s check, bank draft or money order payable to the order of the Company, except that, if so provided by the Board of Directors of the Company, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event (as hereinafter defined) and until the first occurrence of a Section 13 Event (as such term is hereinafter defined) may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per Common Share on the Trading Day (as such term is hereinafter defined) immediately preceding the date of such exercise. If the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section Sections 6 and 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder of a Right Certificate upon the occurrence of any purported transfer, assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer, assignment or exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date and prior to the Expiration Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercisedin cash, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with by certified check or bank draft payable to the form of election to purchase and certificate duly executed, accompanied by payment order of the Purchase Price Company, equal to the sum of (i) the exercise price for the shares total number of securities as to be purchased which such surrendered Rights are exercised and (ii) an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with the provisions of Section 9 hereof by certified checkhereof. For purposes of this Section 7(a), cashier's check the value of any security shall be the current per share market price of thereof (or money order payable of the security as to which such security is deemed for purposes of this Agreement to be an equivalent), determined pursuant to the order applicable provisions of Section 11(d) hereof, on the Trading Day immediately preceding the date of the Companyfirst occurrence of a Triggering Event. (b) Upon receipt of a Right Certificate representing exercisable Rights with the form of election to purchase duly executed, accompanied by either payment as described above or a duly completed election to exercise without payment of cash, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for representing the number of one one-hundredths of a Preferred Shares Share to be purchased (and the Company hereby irrevocably authorizes any such and directs its transfer agent to comply with all such requests), or (B) or, if the Company, in its sole discretion, Company shall have elected to deposit Preferred Shares into issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby irrevocably authorizes and directs such depositary agent to comply with all such request; requests), (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates (or depositary receipts, as the case may be), cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and , (iii) when appropriate, requisition from the Company or any transfer agent therefor (or make available, if the Rights Agent is the transfer agent) certificates representing the number of equivalent Common Shares to be issued in lieu of the issuance of Common Shares in accordance with the provisions of Section 11(a)(iii) hereof, (iv) when appropriate, after receipt of such certificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, (v) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with the provisions of Section 14 hereof or in lieu of the issuance of Common Shares in accordance with the provisions of Section 11(a)(iii) hereof, (vi) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate, and (vii) when appropriate, deliver any due bill or other instrument ▇▇▇▇ided to the Rights Certificate. In the event that Agent by the Company is obligated for delivery to issue other securities (including Common Sharesthe registered holder of such Right Certificate as provided by Section 11(1) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriatehereof. (dc) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, the Company shall prepare, execute and deliver a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by and the Rights Agent shall countersign and deliver such new Right Certificate to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (ed) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence any purported transfer, split up, combination or exchange of any purported Right Certificate pursuant to Section 6 hereof or exercise of a Right Certificate as set forth in this Section 7 unless the registered holder of such Right Certificate shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or the form of election to purchase purchase, as applicable, set forth on the reverse side of the Rights Right Certificate surrendered for such transfer, split up, combination, exchange or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall have reasonably requestrequested.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except The registered holder of any Right Certificate may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, ) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 2518, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8011.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price"). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be he deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.and

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except The registered holder of any Right Certificate may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, ) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25December 31, 2009 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be a price of $8080.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (subject to adjustment as provided in Section 11(a)(iii) hereof, the "Purchase Price"). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by wire transfer, certified check, cashier's check, official bank check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which Redemption Date or the Rights are redeemed as provided in Section 23 hereof (the "Redemption Exchange Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80190.00 (One Hundred Ninety Dollars), and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit with a depository agent the total number of Preferred Shares into a depositoryissuable upon exercise of the Rights hereunder, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are being exercised, at or prior to the earliest of (i) the Close close of Business business on September 25March 12, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are to be redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are to be exchanged as provided in Section 24 hereof24. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80100.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof13, and shall be payable in lawful money of the United States of America in accordance with paragraph Section 7 (c) below). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, requests or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided in this Agreement), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 2017 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") ”), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80___, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such transfer or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purposes, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 2515, 2009 2008 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") ”), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $801060 (as amended as of June 18, and 1998), shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that that will be sufficient to permit the contrary, neither the exercise in full of all outstanding Rights Agent nor the Company shall be obligated to undertake any action in accordance with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request7.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office offices of the Rights AgentAgent in Dallas, Texas, together with payment of the Purchase Price for each one- thousandth of one one-hundredth share of a the Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25December 31, 2009 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided for in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a one share of the Preferred Share purchasable Stock pursuant to the exercise of a Right shall initially be $80$ 150.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof in cash, or by certified check, check or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) promptly requisition from any transfer agent of the Preferred Shares (or make available, if Stock of the Rights Agent is the transfer agent) Company certificates for the number of shares of the Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths one- thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, promptly requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, promptly cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth one‑hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. From such time as the Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein. (b) The Purchase Price for each one one-hundredth one‑hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8060, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase properly completed and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by cash or by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, available if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths one‑hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue securities of the Company other securities than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise as set forth in Section 6 hereof or this Section 7 unless such registered holder shall have (i) properly completed and duly executed the certificate contained in certification following the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer or exercise, (ii) tendered the Purchase Price (and duly executed an amount equal to any applicable transfer tax required to be paid by the registered holder thereof and of such Right Certificate in accordance with Section 9) to the Company shall have been in the manner set forth in Section 7(c), and (iii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. (e) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25March 6, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8081.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Right Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25May 20, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8061.25, and shall be subject to adjustment from time to time as provided in Section Sections 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that will be sufficient to permit the contrary, neither the exercise in full of all outstanding Rights Agent nor the Company shall be obligated to undertake any action in accordance with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request7.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office offices of the Rights AgentAgent in Dallas, Texas, together with payment of the Purchase Price for each one one-hundredth thousandth of a one share of the Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25November 1, 2009 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided for in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a one share of the Preferred Share purchasable Stock pursuant to the exercise of a Right shall initially be $80245.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.be (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof in cash, or by certified check, check or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) promptly requisition from any transfer agent of the Preferred Shares (or make available, if Stock of the Rights Agent is the transfer agent) Company certificates for the number of shares of the Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, promptly requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, promptly cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate.be (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Sections 7(e) and 20 hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the its principal office of the Rights Agentcorporate trust office, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"). Notwithstanding anything in this Agreement to the contrary, (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (shall not be exercisable prior to the "Redemption Distribution Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price purchase price for each one one-hundredth thousandth of a share of Preferred Share purchasable Stock pursuant to the exercise of a Right shall initially be $8065, and shall be subject to adjustment from time to time as provided in Section 11 or Sections 11, 12 and 13 hereofhereof (such price, as adjusted from time to time, the "Purchase Price") and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price (except in the case of an exchange pursuant to Section 20) for the shares one one-thousandths of a share of Preferred Stock (or other shares, securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof cash, or by certified check, cashier's check or money order bank draft payable to the order of the Company, the Rights Agent shall shall, subject to Section 2(c)(xi) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of one-thousandths of a share of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (Bii) if the Company, in its sole discretion, Company shall have elected to deposit the total number of shares of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (iiiii) when appropriate, requisition from any transfer agent of the Common Stock certificates for the total number of shares of Common Stock to be paid in accordance with this Agreement, (iv) when appropriate, requisition from the Company any cash or other securities or property to be paid in accordance with Section 11(b), (v) requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 14, (iiivi) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (ivvii) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company securities, distribute property or pay cash pursuant to Section 11(a11(b), the Company shall will make all arrangements necessary so that such other cash, property or securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the time when a Person becomes an Acquiring Person, any Rights that are or were Beneficially Owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall immediately become null and void and no holder of such Rights shall have any right with respect to such Rights under any provision of this Agreement or otherwise. No Right Certificate shall be issued pursuant to Section 3 that represents Rights Beneficially Owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate, Affiliate or transferee thereof whose Rights would be void pursuant to the preceding sentence; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate, Affiliate or transferee thereof whose Rights would be void pursuant to the preceding sentence or to any nominee of such Acquiring Person, Associate, Affiliate or transferee; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person or an Associate, Affiliate or transferee thereof whose Rights would be void pursuant to the preceding sentence shall be canceled. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Right Certificate upon the occurrence of any purported exercise as set forth in this Section 7 thereof unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25December 21, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or and (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8075, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof (the "Purchase Price") and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In Except as otherwise provided herein, in case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Certificate surrendered for such transfer or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25March 1, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80200, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)~(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein and subject to prior compliance by the Company with the provisions of Section 9(e) hereof) in whole or in part, part at any time after the Distribution Date, Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, Agent designated for such purpose together with payment of the Purchase Price for each one one-hundredth share of a Preferred Share Common Stock (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close close of Business business on September 25December 10, 2009 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (such earlier time being herein referred to as the "Redemption Expiration Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof). (b) The Purchase Price for each one one-hundredth share of a Preferred Share purchasable Common Stock pursuant to the exercise of a Right shall initially be $80100.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the appropriate form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares (or other securities or property) to be purchased and an amount equal to any applicable transfer tax required to be paid (as determined by the holder of such Rights Certificate Agent) in accordance with Section 9 hereof cash, or by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 21(k), thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares shares of Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares shares of Common Stock to be purchased purchased, and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares the shares of Common Stock issuable upon exercise of the Rights hereunder into a depositorydepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredths shares of a Preferred Share Common Stock as are to be purchased (in which case certificates for the Preferred Shares shares of Common Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 15, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, receipt promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company and/or distribute other property pursuant to Section 11(a), the Company shall will make all arrangements necessary so that such other securities and/or property are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Rights Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Rights Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights represented by such Rights Certificate were so exercised, the Rights Agent shall indicate on the Rights Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii). (d) In case the registered holder of any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Certificate or to such holder's its duly authorized assigns, subject to the provisions of Section 14 15 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of an event described in Section 11(a)(ii), any Rights beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Rights Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Rights Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Rights Certificate delivered to the Rights Agent for transfer to an Acquiring Person (or Associate or Affiliate thereof) whose Rights would be void pursuant to the preceding sentence shall be canceled. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office Designated Office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Preference Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25February 19, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Preference Share purchasable pursuant to the exercise of a Right shall initially be $80105, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase duly and certificate duly properly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Companyhereof, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Preference Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Preference Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (Bii) if as provided in Section 14(b), at the election of the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent cause depositary receipts representing such number in lieu of one one-hundredths of a Preferred Share as are fractional shares to be purchased issued, (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (iiiii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iiiiv) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (ivv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price may be made (x) in cash or by certified bank check or bank draft payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the current per share market price (as determined pursuant to Section 11(d) hereof) per Common Share on the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25July 31, 2009 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption DateREDEMPTION DATE") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80180, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase duly and certificate duly properly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the aggregate Purchase Price for each one one-hundredth with respect to the total number of a Preferred Share shares of Common Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25July 6, 2009 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth share of a Preferred Share Common Stock purchasable pursuant to the exercise of a Right shall initially be $8050.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased (and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof hereof) by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares Common Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of Preferred Shares shares of Common Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths shares of a Preferred Share Common Stock as are to be purchased (in which case certificates for the Preferred Shares shares of Common Stock represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.such

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25____________, 2009 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80_____, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25May 11, 2009 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof(the "Exchange Date"). (b) The Purchase Price for each one one-hundredth of a Preferred Common Share purchasable pursuant to the exercise of a Right shall initially be $80140.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the aggregate Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Common Shares (or make available, if the Rights Agent is the transfer agentagent for the Common Shares) certificates for the number of Preferred Common Shares to be purchased purchased, and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised6 and Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the registered holder Rights shall become exercisable at the Close of any Rights Certificate Business on the Distribution Date, and thereafter may exercise the Rights evidenced thereby, be exercised in whole or in part, at any time after the Distribution Date, part to purchase shares of Common Stock upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the its principal office of the Rights Agentoffice, together with payment of the aggregate Purchase Price for each one one-hundredth (subject to adjustment as hereinafter provided) with respect to the number of a Preferred Share shares of Common Stock (except as otherwise provided herein) as to which the such surrendered Rights are then being exercised, at or prior to the Close of Business on the date (the "EXPIRATION DATE") which is the earliest of (i) the Close of Business on September 25April 29, 2009 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") hereof, or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price shall initially be $0.10 for each one one-hundredth share of a Preferred Share purchasable Common Stock issued pursuant to the exercise of a Right. The Purchase Price and the number of shares of Common Stock or other securities to be acquired upon exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and . The Purchase Price shall be payable in lawful money of the United States of America America, in accordance with paragraph (cSection 7(c) belowhereof. (c) Upon Except as otherwise provided herein, upon receipt of a Rights Right Certificate representing exercisable Rights, Rights with the form of election to purchase and certificate duly executed, accompanied by payment of the aggregate Purchase Price for the number of shares of Common Stock to be purchased and an amount equal to any applicable transfer tax required to be paid tax, by the holder of such Rights Certificate in accordance with Section 9 hereof by cash, certified check, cashier's or official bank check or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shall shall, subject to Section 20(j) and Section 20(k) hereof, thereupon promptly promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) Common Stock certificates for the number of Preferred Shares shares of Common Stock so elected to be purchased (and/or requisition from the depository agent depository receipts representing interests in such number of fractional shares of Common Stock as are to be purchased, in which case certificates for the fractional shares of Common Stock so represented shall be deposited with the depository agent) and the Company will comply and hereby irrevocably authorizes any and directs such transfer agent (and any such depository agent) to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 14(b) hereof; , and (iii) promptly after receipt of such certificates or depositary receiptsCommon Stock certificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) , or, when appropriate, after receipt, receipt promptly deliver such depository receipts and cash to or upon the order of the registered holder of such Right Certificate; PROVIDED, HOWEVER, that in the case of a purchase of securities, other than Common Stock, pursuant to Section 11 or Section 13 hereof, the Rights CertificateAgent shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iii). In the event that the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) thereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In Except as otherwise provided herein, in case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been and (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Each Right shall be exercisable to purchase one-half of one Common Share of the Company, subject to further adjustment as otherwise provided herein, the . The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a Common Share greater than one-half of a Common Share, then the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), (ii) at a price in proportion to the time at which Purchase Price, an additional fraction of a Common Share which, when added to the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereofnumber of Common Shares to be received upon such exercise, will equal an integral number of Common Shares. (b) The Purchase Price for each one one-hundredth of a Preferred full Common Share purchasable pursuant to the exercise of a Right shall initially be $8014.00 (equivalent to $7.00 for each one-half of one Common Share), and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares Common Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified checkhereof, cashier's check or money order payable to the order of the Companyas set forth below, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares Common Shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified check, cashier’s check, bank draft or money order payable to the order of the Company, except that, if so provided by the Board, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event (as hereinafter defined) may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per Common Share on the Trading Day (as such term is hereinafter defined) immediately preceding the date of such exercise. If the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder of a Right Certificate upon the occurrence of any purported transfer, assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer, assignment or exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date and prior to the Expiration Date, and thereafter the registered holder of any Rights Right Certificate may may, subject to Section 11(a)(ii) and Section 23 hereof, exercise the Rights evidenced thereby, thereby in whole or in part, at any time after the Distribution Date, part upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price (including any applicable tax or charge required to be paid by the holder of such Rights Certificate in accordance with the provisions of Section 9(d)) hereof for each one oneten-hundredth thousandth of a Preferred Share (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, Rights with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Rights Certificate in accordance with under Section 9 9(d) hereof by certified check, cashier's check ’s check, bank draft or money order payable to the order of the Company, the Rights Agent shall shall, thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for representing the total number of one ten-thousandths of a Preferred Shares Share to be purchased (and the Company hereby irrevocably authorizes any such and directs its transfer agent to comply with all such requests, ) or (B) if the Company, in its sole discretion, Company shall have elected to deposit any Preferred Shares into Share issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one oneten-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby irrevocably authorizes and directs such depositary agent to comply with all such request; requests), (ii) after receipt of such certificates (or depositary receipts, as the case may be) cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, (iii) when appropriate, requisition from the Company or any transfer agent therefor of certificates representing the amount number of cash, if any, equivalent shares to be paid issued in lieu of the issuance of fractional shares Common Shares in accordance with the provisions of Section 14 hereof; 11(a)(iii), (iiiiv) promptly when appropriate, after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , (v) when appropriate, requisition from the Company of the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with the provisions of Section 13 hereof, and (ivvi) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (dc) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, the Rights Agent shall prepare, execute and deliver a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 13 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (ed) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence any purported transfer, split up, combination or exchange of any purported Rights Certificate pursuant to Section 6 or exercise or assignment of a Rights Certificate as set forth in this Section 7 unless the registered holder of such Rights Certificate shall have (i) duly and properly completed and signed the certificate contained in following the appropriate form of assignment or the form of election to purchase purchase, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such transfer, split up, combination, exchange, exercise shall have been properly completed or assignment and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or thereof and of the Rights evidenced thereby and Affiliates or and Associates thereof as the Company shall or the Rights Agent may reasonably request, including, but not limited to, confirmation that such Person is not an Acquiring Person, or Affiliate, Associate or transferee thereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25[October __], 2009 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80[Purchase Price], and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate contained in the form of election to purchase on the reverse side thereof of the Right Certificate duly executed, to the Rights Agent at the principal office offices of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a the Preferred Share Shares (or other shares, securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on September 25, 2009 (Redemption Date and the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for with respect to each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, 150 for each one two-hundredth of a Series A Preferred Share and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate contained in the form of election to purchase and the Right Certificate duly executed, accompanied by payment of the Purchase Price for the shares Preferred Shares (or other shares, securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof in cash, or by certified check, check or cashier's check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased (and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests), or (B) if the Company, in its sole discretion, Company shall have elected to deposit the Preferred Shares into issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one onetwo-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company ), pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee from an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (and any subsequent transferees of such transferee), or (iii) a transferee of an Acquiring Person (or such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and any holder (including any subsequent holder) of such Rights shall thereupon have no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure or inability to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25December 19, 2009 2022 (the "Final “Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") or ”), (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof, or (iv) the time at which the Rights expire in connection with the consummation of a Qualifying Offer as provided in Section 23(d) hereof. From such time as the Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80100, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the appropriate form of election to purchase properly completed and certificate duly executed, accompanied by payment of the aggregate Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by cash or by certified check, cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (from the Company if there shall be no such transfer agent, or make available, available if the Rights Agent is the transfer agentTransfer Agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated in writing by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue securities of the Company other securities than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriateshall provide written notice thereof to the Rights Agent. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise as set forth in Section 6 hereof or this Section 7 unless such registered holder shall have (i) properly completed and duly executed the certificate contained in certification following the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer or exercise, (ii) tendered the Purchase Price (and duly executed an amount equal to any applicable transfer tax required to be paid by the registered holder thereof and of such Right Certificate in accordance with Section 9) to the Company shall have been in the manner set forth in Section 7(c), and (iii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. (e) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25June 24, 2009 2006 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price (the "Purchase Price") for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8080.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such the depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Preference Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25December 31, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Preference Share purchasable pursuant to the exercise of a Right shall initially be $80125, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Preference Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Preference Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Preference Share as are to be purchased (in which case certificates for the Preferred Preference Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Preference Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25November__, 2009 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8075.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to the provisions of Section 8(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agentits Corporate Trust Office, together with payment of the Purchase Price for each one one-hundredth thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time of redemption on the Redemption Date or the time at which the such Rights are mandatorily redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are and exchanged as provided in Section 24 25 hereof. (b) The Purchase Price for each one one-hundredth thousandth (1/1000) of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80170, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, Sections 12 and 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares securities to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof 10 in cash, or by certified check, check or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentother securities) certificates for the such number of one one-thousandths of a Preferred Shares Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of Preferred Shares into issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the such depositary agent appointed by the Company, depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased and registered in such name or names as may be designated by such holder (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) ), and the Company hereby directs such depositary agent to comply with all such request; (ii) requests, when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 15 hereof; (iii) , promptly after receipt of such certificates or depositary receiptsreceipts registered in such name or names as may be designated by such holder, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; Right Certificate and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificateholder. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)12(a) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case If the registered holder of any Rights the Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent equal to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 15 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither if any Person shall become an Acquiring Person, thereafter any Rights beneficially owned by such Acquiring Person or an Associate or Affiliate of such Acquiring Person, a transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights Agent nor pursuant to either a transfer (whether or not for consideration) from the Company Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be obligated to undertake become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to a registered holder upon such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the occurrence provisions of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise 8(e) and Section 4(d) hereof are complied with, but shall have been properly completed and duly executed by the registered no liability to any holder thereof and the Company shall have been provided of Right Certificates or other Person as a result of its failure to make any determinations with such additional evidence of the identity of the Beneficial Owner (respect to any Acquiring Person or former Beneficial Owner) its Affiliates, Associates or Affiliates or Associates thereof as the Company shall reasonably requesttransferees hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, Right Certificate (with the form of election to purchase on the reverse side thereof duly executed, ) to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of of: (i) the Close close of Business business on September 25, 2009 (the "Final Expiration Date"), , (ii) the time at which close of business on the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or , or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, Rights (with the form of election to purchase and certificate duly executed), accompanied by payment (by certified check, cashier’s check, or money order payable to the order of the Company) of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Companyhereof, the Rights Agent shall thereupon promptly (i)promptly (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; and (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; and (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this the Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of ef election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25March 8, 2009 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80153.33, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandth of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In Except as otherwise provided herein, in case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of assignment or form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such transfer or exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25May 10, 2009 1999 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Common Share purchasable pursuant to the exercise of a Right shall initially be $8040.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares Common Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in this Agreement its treasury, the number of Common Shares that will be sufficient to permit the contrary, neither the exercise in full of all outstanding Rights Agent nor the Company shall be obligated to undertake any action in accordance with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request7.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, Right Certificate (with the form of election to purchase on the reverse side thereof duly executed, ) to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of of (i) the Close close of Business business on September 25, 2009 (the "Final Expiration Date"), , (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or , or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, Rights (with the form of election to purchase and certificate duly executed), accompanied by payment (by certified check, cashier's check, or money order payable to the order of the Company) of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Companyhereof, the Rights Agent shall thereupon promptly (i)promptly (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; and (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; and (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; and and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25August 2, 2009 2017, subject to extension (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date") or ”), and (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80200.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America or in Common Shares of the Company in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified checkhereof, cashier's check or money order payable to the order of the Companyas set forth below, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; ), (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified check, cashier’s check, bank draft or money order payable to the order of the Company, except that, if so provided by the Board of Directors of the Company, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event (as hereinafter defined) and until the first occurrence of a Section 13 Event (as hereinafter defined) may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per Common Share on the Trading Day (as such term is hereinafter defined) immediately preceding the date of such exercise. If the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder of a Right Certificate upon the occurrence of any purported transfer, assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer, assignment or exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25October 1, 2009 2017 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof(the "Exchange Date"). (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80350.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the aggregate Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for the Preferred Shares) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit with a depository agent the total number of Preferred Shares into a depositoryissuable upon exercise of the Rights hereunder, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided in Sections 7(e) and 24 hereof, in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25July 23, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8050, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Anything in this Agreement contained to the contrary notwithstanding, from and after the time that a Person first becomes an Acquiring Person, any Rights beneficially owned by (i) the Acquiring Person or an Affiliate or Associate of the Acquiring Person, (ii) a transferee of the Acquiring Person (or of any Affiliate or Associate thereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of the Acquiring Person (or of any Affiliate or Associate thereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has a continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise registered holder shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Ownerowner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one oneten-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25August 20, 2009 2010, subject to extension (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or ), and (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one oneten-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80175.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified checkhereof, cashier's check or money order payable to the order of the Companyas set forth below, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one oneten-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; ), (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified check, cashier's check, bank draft or money order payable to the order of the Company, except that, if so provided by the Board of Directors of the Company, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event (as hereinafter defined) and until the first occurrence of a Section 13 Event (as hereinafter defined) may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per Common Share on the Trading Day (as such term is hereinafter defined) immediately preceding the date of such exercise. If the Company is obligated to issue other securities (including Common Shares) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder of a Right Certificate upon the occurrence of any purported transfer, assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed transfer, assignment or exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") , or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereofof this Agreement. (b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, 18.00 ("Purchase Price") and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, of this Agreement and shall be payable in lawful money of the United States Sates of America in accordance with paragraph (c) immediately below.. Helix BioMedix, Inc. Rights Agreement (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof of this Agreement by certified check, cashier's check check, bank draft or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; of this Agreement, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue securities of the Company other securities than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a)) of this Agreement, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) of this Agreement, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) of this Agreement, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) of this Agreement. (d) In case the registered holder of any Rights Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) of this Agreement), a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercisedof this Agreement. (e) The Company covenant and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. Helix BioMedix, Inc. Rights Agreement (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in certification following the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed exercise, (ii) tendered the Purchase Price (and duly executed an amount equal to any applicable transfer tax required to be paid by the registered holder thereof and of such Right Certificate in accordance with Section 9) to the Company shall have been in the manner set forth in Section 7(c), and (iii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth hundredths of a Preferred Share share (or other securities or property, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a share of Preferred Share purchasable Stock pursuant to the exercise of a Right shall initially be $80140, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one one-hundredth of a share of Preferred Stock (or other shares, securities or property, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Companytax, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of shares of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 11 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made (x) in cash or by certified bank check or money order payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Trading Date immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common SharesStock) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to and delivered to, or upon the order of, the registered holder of such Rights Certificate Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (a "Post Transferee"), or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person had any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e) (a "Prior Transferee"), or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through one or more intermediate transferees, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, for the purchase of Preferred Shares (if, pursuant to Section 14(b), such exercise is for the purchase of whole Preferred Shares and not fractional Preferred Shares) or, pursuant to Section 14(b), for the purchase price payable by the Company for Rights to purchase fractional Preferred Shares, upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof.Rights (b) The Purchase Price for each Preferred Share issued pursuant to the exercise of Rights shall initially be $120.00 per one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80Share, and shall be subject to adjustment from time to time as provided in Section 11 or Sections 11, 13 hereof, and 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for each Preferred Share (or other shares, securities, cash or other assets, as the shares case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof cash, or by certified check, cashier's check or money order bank draft payable to the order of the Company, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate.its (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. . (e) Notwithstanding anything in this Agreement to the contrary, neither from and after the time a Person becomes an Acquiring Person, any Rights Agent nor beneficially owned by (i) an Acquiring Person or any Affiliate or Associate of an Acquiring Person, (ii) a transferee of any such Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 7(e), shall be obligated to undertake become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to a registered holder upon such Rights, whether under any provision of this Agreement or otherwise. The Company and the occurrence Board of any purported exercise as set forth in Directors shall use all reasonable efforts to ensure that the provisions of this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed 7(e) and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial OwnerSection 4(b) or Affiliates or Associates thereof as the Company shall reasonably request.hereof are complied with, but

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25, 2009 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80$ , and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent in New York, New York, together with payment of the Purchase Price for each one one-hundredth of a share of Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on September 2513, 2009 (the "Final Expiration Date"), or (ii) the time at on which the Rights are redeemed as provided in Section 23 hereof (such earlier time being herein referred to as the "Redemption Expiration Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof). (b) The Purchase Price for each one one-hundredth of a share of Preferred Share purchasable Stock issued pursuant to the exercise of a Right shall initially be $80200.00, and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment (in cash, or by certified bank check or money order payable to the order of the Company) of the Purchase Price for the shares Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such the Rights Certificate pursuant hereto in accordance with Section 9 hereof cash, or by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests), or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of shares of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Adverse Person, or an Associate or Affiliate of an Acquiring Person or an Adverse Person, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any of such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom the Acquiring Person or Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Right shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with but shall have no liability to any holder of Rights, Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Right Certificate upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the appropriate form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed assignment or exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided in Sections 7(e) and 24 hereof, in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 25February 20, 2009 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80115, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit Preferred Shares into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.be

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinSubject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced therebythereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part, at any time after the Distribution Date, part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a the Preferred Share Stock Fractions (or other securities, cash, property or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on September 25, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable Stock Fraction pursuant to the exercise of a Right shall initially be Sixty Dollars ($8060.00), and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and Section 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate contained therein duly executed, accompanied by payment with respect to each Right so exercised, of the Purchase Price for per Preferred Stock Fraction (or other securities, cash, property or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Companytax, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) ) (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of Preferred Shares Stock Fractions to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of shares of Preferred Shares into Stock issuable upon exercise of the Rights hereunder with a depositorydepositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share Stock Fractions as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such will direct the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; , and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common SharesStock) of the Company Company, pay cash and/or distribute other property pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require, prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to and delivered to, or upon the order of, the registered holder of such Rights Certificate Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any plan, agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors of the Company has determined is part of any plan, agreement, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed exercise, and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25October 20, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, 400 and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof by certified check, cashier's check check, bank draft or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue securities of the Company other securities than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Rights Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Rights Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Rights Certificate were so exercised, the Rights Agent shall indicate on the Rights Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. (d) In case the registered holder of any Rights Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in certification following the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September March 25, 2009 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The purchase price (the "Purchase Price Price") for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $80, 75.00 and shall be subject to adjustment from time to time as provided in Section Sections 11 or and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by certified check, cashier's check check, bank draft or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary agent) and the Company hereby directs such the depositary agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue securities of the Company other securities than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a)) hereof, the Company shall will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. (d) In case the registered holder of any Rights Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in certification following the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided hereinin Section 11(a)(ii), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby, thereby (except as otherwise provided herein) in whole or in part, part at any time after the Distribution Date, Date upon surrender of the Rights Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 25August 19, 2009 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") ), or (iii) the time at which the such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $8090.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and certificate duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Right Certificate in accordance with Section 9 hereof by cash, certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) ) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for the shares) of the Preferred Shares certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, Company shall have elected to deposit the total number of Preferred Shares into issuable upon exercise of the Rights under this Agreement with a depositorydepository agent, requisition from the depositary depository agent depositary depository receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of with the Preferred Shares with such depositary depository agent) and the Company hereby directs such depositary the depository agent to comply with such request; , (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; , (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder; holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests in shares to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been (ii) provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.