Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date Date, and subject to the last sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Voting Stock. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void other time period, unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the CompanyVoting Stock. In addition, notwithstanding Notwithstanding anything herein to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall may not be made which (i) reduces amended at a time when the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights are not redeemable.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directorsmay, and the Rights Agent shall if the Company so directsshall, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateCommon Stock. Without limiting the foregoing, the Company may may, at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof to not less than the greater of (ia) the sum of 0.001 percent .001% and the largest percentage of the outstanding shares of Common Shares Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any entity holding shares of Common Shares of the Company Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of Right Certificates in order (a) to cure any ambiguity, (b) to correct or supplement any provision contained herein which may be defective or inconsistent with any of other provisions herein, (c) to shorten or lengthen any time period hereunder (provided that any shortening of the time periods set forth in Section 23 hereof shall be effective only if there are Continuing Directors and shall require a majority of such Continuing Directors), or (d) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (ii) 10 percentany other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under . Notwithstanding anything in this Agreement. Prior Agreement to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall that changes the rights and duties of the Rights Agent under this Agreement will be made which (i) reduces effective without the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after consent of the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27Section, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period, or (iiiv) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates; provided, however, this Agreement may not be supplemented or amended to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or Right Certificates (B) any other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void time period, unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; provided, however, that . Notwithstanding anything contained in this Agreement to the Rights Agent may, but shall not be obligated to, enter into any such contrary: (1) no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, duties, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of shares or Units for which a Right is exercisable; and (2) the duration of the Rights may not be shortened without the written consent of the registered holders thereof (other than by a redemption of the Rights). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action supplement or amend this Agreement in any respect (including an increase or decrease in the stock ownership percentage at which a Beneficial Owner of its Board Common Shares outstanding becomes an Acquiring Person) without the approval of Directors, any holders of Rights and the Rights Agent shall shall, if the Company so directs, execute such supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rightsamendment. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity or to ambiguity, (ii) correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder which manner that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period after any Person has become unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition an Affiliate or Associate of an Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentPerson). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, as the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement deem necessary or amend this Agreement desirable without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests certificates representing Common Shares of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateCompany. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof to not less than the greater of (i) the sum of 0.001 percent .001% and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the Common Shares of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent10%. Upon From and after the delivery of a certificate from an appropriate officer of Distribution Date, the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, may and the Rights Agent shall execute such shall, if the Company so directs, supplement or amendmentamend this Agreement without the approval of any holder of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights Agent maymay be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, but shall not be obligated enhancing or clarifying the rights of, and the benefits to, enter into the holders of Rights (other than an Acquiring Person or any such supplement Affiliate or amendment which affects its own rights, duties, obligations, liabilities or immunities under this AgreementAssociate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In additionUpon the delivery of a certificate from an appropriate officer of the Company or, notwithstanding anything so long as any person is an Acquiring Person hereunder, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section, the Rights Agent shall execute such supplement or amendment. Anything contained in this Agreement to the contrary contained in this Agreementnotwithstanding, no supplement or amendment to that changes the rights and duties of the Rights Agent under this Agreement shall be made which (i) reduces effective without the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after consent of the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any time prior to the -------------------------- Distribution Date and subject to the last sentence of this Section 2726, the Company may by action of its Board of Directorsmay, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement (including, without limitation, the date upon on which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 24 or any provision of the Statement Certificate of ResolutionsDesignation) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directorsmay, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Rights Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding prior sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior Any supplement or amendment to the Distribution Date amend this Rights Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known duly approved by the Company to be beneficially owned shall become effective immediately upon execution by any Person (other than the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Rights Agreement to the contrary, during the 120-day period after any Subsidiary date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, this Rights Agreement may be supplemented or amended only if (A) there are directors then in office who were in office at the commencement of such solicitation and (B) the Board of Directors of the Company, any employee benefit plan of with the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery concurrence of a certificate from an appropriate officer majority of the Company which states such directors then in office, determines that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects is, in their judgment, in the best interests of the Company and its own rightsshareholders and, duties, obligations, liabilities or immunities under this Agreement. Prior to after the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the CompanyRights. In addition, notwithstanding anything to the contrary contained in this Rights Agreement, no supplement or amendment to this Rights Agreement shall be made which (ia) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock splitSection 12(a)), stock dividend or similar transaction occurring after the date of this Agreement) or (iib) provides for an earlier Final Expiration DateDate or to) changes the last two sentences in the definition of Acquiring Person contained in Section 1.

Supplements and Amendments. At any time prior Subject to the Distribution Date and subject to the last sentence of this Section 272(e), the Company may shall use commercially reasonable efforts to keep any Registration Statement continuously effective by action supplementing and amending such Registration Statement (including to register additional Registrable Securities resulting from any anti-dilution adjustments) if so required by the rules, regulations or instructions applicable to the registration form used for such Registration Statement, if required by the Securities Act or if reasonably requested by the holders of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision a majority in interest of the Statement securities being registered or by any underwriter until the earlier of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from such time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order as (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision all of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could securities covered by such Registration Statement have been adopted under disposed of in accordance with the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds intended methods of distribution as set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the CompanyRegistration Statement, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon (x) in the delivery case of a certificate from an appropriate officer Registration Statement pursuant to Section 2(a), the earlier of (A) 8 years after such Registration Statement becomes effective, and (B) the time that all of the Registrable Securities of the Holders become saleable in a single transaction under Rule 144 without restriction or limitation; provided, that in the event such Registration Statement ceases to be effective pursuant to this Section 2(c)(ii)(x)(B) and such previously Registrable Securities cease to be saleable in a single transaction under Rule 144 without restriction or limitation, the Company which states that shall be required to file, as promptly as reasonably practicable, a new Registration Statement with respect to all of the proposed supplement or amendment is in compliance Holders' previously Registrable Securities and comply with the terms of this Agreement with respect to such Registration Statement, and (y) in the case of a Registration Statement pursuant to Section 272(g), 6 months after the earlier of (A) the expiration of the Warrants and (B) the date that the Warrants have been exercised in full (the "Effectiveness Period"). If the Registration Statement under Section 2(a) or Section 2(g) ceases to be available for use by the Holders because the Company no longer qualifies to use such form of registration statement, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights Company shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In additionrequired to file, notwithstanding anything as promptly as reasonably practicable, a new Registration Statement on an appropriate form and its obligations hereunder shall continue to the contrary contained apply in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateall respects.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares of the RightsCompany. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, that from and after the Distribution Date. Without limiting Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the foregoingRights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities reduces the then effective Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of DirectorsDirectors of the Company may, in its sole and absolute discretion and the Rights Agent shall shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the certificates representing shares of Common Stock, whether or not such supplement or amendment is adverse to any holders of Rights. From and after the Distribution Date Date, and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of DirectorsDirectors may, and the Rights Agent shall shall, if the Company Board of Directors so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order to (i) to cure any ambiguity or to ambiguity, (ii) correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions hereunder, (iii) shorten or lengthen any time period hereunder, or (iiiv) to make otherwise change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, however, this Agreement may not be supplemented or amendment adopted during any period amended after any Person has become an Acquiring Person but prior to the Distribution Date shall to (A) make the Rights again redeemable after the Rights have ceased to be null and void redeemable, or (B) change any other time period unless such supplement change is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoing, the Company may at any time prior benefits to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company Acquiring Person and its Associates or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentAffiliates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities or immunities under this Agreementchanges the Redemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior (a) Prior to the Distribution Date Date, and subject to the last penultimate sentence of this Section 2727(a), the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, any extension of the date upon which the Distribution Date shall occur, the time during period in which the Rights may be redeemed pursuant to Section 23 or redeemed, any provision increase in the Purchase Price and any extension of the Statement of ResolutionsFinal Expiration Date) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27(a), the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement, so long as the duties, liabilities and indemnification of the Rights Agent are not affected, without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder (including the redemption period prior to the Rights becoming non-redeemable), or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed, or Right Certificates to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior shall be made which changes the Redemption Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date Date, the interests of the holders of Rights shall be null and void unless such supplement or amendment could have been adopted under deemed coincident with the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage interests of the outstanding holders of Common Shares then known by the Company to be beneficially owned by any Person Stock. (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such planb) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent) without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement or (ii) provisions herein, to make any other provisions in regard to matters or questions arising hereunder hereunder, or to add, delete, modify or otherwise amend any provision, which the Company may deem necessary or desirable desirable, including without limitation extending the Final Expiration Date and, provided that at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; provided, however, that, from and which after such time as any Person becomes an Acquiring Person, any such amendment or supplement shall not materially and adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateCertificates. Without limiting the foregoing, the Board of Directors of the Company may by resolution adopted at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds threshold set forth in the definition definitions of Acquiring Person in Section 1 hereof and in Section 3(b) hereof Distribution Date herein from 15% to a percentage not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Voting Shares then known by to the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares trustee of the Company for or pursuant fiduciary with respect to the terms of any such plan) plan when acting in such capacity), and (ii) 10 percent. Upon 10% if the delivery Board of Directors shall determine that a certificate from an appropriate officer of Person whose interests are adverse to the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects and its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior shareholders may seek to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares acquire control of the Company. In addition, notwithstanding Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, no supplement or amendment to that changes the rights and duties of the Rights Agent under this Agreement shall will be made which (i) reduces effective against the Redemption Price (except as required hereunder Rights Agent without the execution of such supplement or amendment by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any time prior Prior to the -------------------------- Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may (acting by action at least a majority of its Board of the Continuing Directors), and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may (acting by action at least a majority of its Board of the Continuing Directors), and the Rights Agent shall at any time and from time to time, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during -------- ------- amended to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company an Affiliate or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms Associate of any such plan) and (ii) 10 percentPerson). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of any Acquiring Person), provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to (x) the Rights Agent mayexistence of an Acquiring Person or (y) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, but shall not be obligated to, enter into any such supplement the Board may amend this Agreement to increase the Purchase Price or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (i) the Rights Agent mayStock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, but shall not be obligated toany Subsidiary of the Company, enter into any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15 % or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or amendment which affects its own rightsexchange offer has not expired or been terminated, duties, obligations, liabilities the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Rights Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From For any holder, and after the Rights Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and desirable, provided that no such amendment or supplement shall be made which shall not (v) changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares (in one one-hundredth (.01) of a share increments) of Series A Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the Rights are not then redeemable, or (y) without the approval of a majority of the Continuing Directors, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Rights Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, (and the Rights Agent shall if at the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision direction of the Statement of ResolutionsCompany) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) at any time, to cure any ambiguity or ambiguity, (i) at any time, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (i) prior to the Distribution Date, to change or supplement any of the provisions hereof in any manner which the Company may deem necessary or desirable (including, but without any limitation, changing the percentage of ownership of Common Shares at which a Person becomes an Acquiring Person, the Distribution Date, the time for redemption of Rights or the time for, or limits on, amendment of this Agreement Agreement) or (iii) after the Distribution Date, to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during , any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known be evidenced by a writing signed by the Company to be beneficially owned by any Person (other than and the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights Agent. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and, provided such supplement or amendment does not change or increase the Rights Agent’s rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the earlier of (i) the Distribution Date and subject to or (ii) the last sentence occurrence of this Section 27a Triggering Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights including supplements or amendments that may be redeemed pursuant deemed to Section 23 or any provision affect the interests of the Statement holders of ResolutionsRight Certificates adversely) in any manner without the approval of any holder holders of the certificates representing Common Shares and associated Rights. From and after the earlier of (i) the Distribution Date and subject to applicable lawor (ii) the occurrence of a Triggering Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates (x) in any manner that will not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), or (y) in order (i) to cure any ambiguity or to correct or supplement any provision contained herein which, in this Agreement which the good faith determination of a majority of the Directors then in office, may be defective or inconsistent with the other provisions contained herein, or (z) to shorten or lengthen any other provision time period hereunder; provided, however, that, from and after the earlier of this Agreement (i) the Distribution Date or (ii) the occurrence of a Triggering Event, this Agreement shall not be supplemented or amended to make lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other provisions in regard to matters time period unless such lengthening is for the purpose of protecting, enhancing or questions arising hereunder which clarifying the Company may deem necessary or desirable and which shall not adversely affect rights of, and/or, the interests of benefits to, the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which or, so long as any Person is an Acquiring Person hereunder, the Directors that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that . Notwithstanding anything contained in this Agreement to the Rights Agent maycontrary, but shall not be obligated tosubject to the next succeeding paragraph, enter into any such no supplement or amendment shall be made that changes the Redemption Price, accelerates the Final Expiration Date, changes the Purchase Price, or changes the number of Common Shares for which affects its own rights, duties, obligations, liabilities or immunities under this Agreementa Right is exercisable without the approval of a majority of the Directors then in office. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the CompanyShares. In addition, notwithstanding Notwithstanding anything to the contrary contained in this AgreementAgreement to the contrary, no supplement or amendment to this Agreement shall be made which (i) reduces in the Redemption Price (except as required hereunder by appropriate adjustment to reflect event that at any stock split, stock dividend or similar transaction occurring time after the date of this AgreementAgreement the Company authorizes one or more series of preferred stock, then this Agreement may be amended or supplemented as the Board of Directors shall deem necessary or advisable, without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of Common Shares which may be received upon exercise of Rights hereunder prior to the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect to take into account the use of such preferred stock (iior fractional shares of preferred stock) provides for an earlier Final Expiration Datein place of such Common Shares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27time at which any Person becomes an Acquiring Person, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, as the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision Board of Directors of the Statement of Resolutions) in any manner Company may deem necessary or desirable without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany. From and after the Distribution Date and subject to applicable lawtime at which any Person becomes an Acquiring Person, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Board of Directors of the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; PROVIDED, HOWEVER, that from and after the Distribution Date. Without limiting time at which any Person becomes an Acquiring Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the foregoingRights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, an Acquiring Person or any entity holding Common Shares Affiliate or Associate of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Datetime at which any Person becomes an Acquiring Person, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In additionNotwithstanding any other provision hereof, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent's consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 27 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent's rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior to For so long as the Distribution Date and subject to the last sentence of this Section 27Rights are then redeemable, the Company may by action of in its Board of Directorssole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner respect without the approval of any holder holders of the RightsRights or Common Shares. From and after the Distribution Date and subject to applicable lawtime that the Rights are no longer redeemable, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order Rights (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date, PROVIDED, HOWEVER, that no such supplement or amendment shall not adversely affect the interests of the holders of the Rights or Right Certificates as such (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any , and no such supplement or amendment adopted during any period after any Person has may cause the Rights again to become an Acquiring Person but prior redeemable or cause this Agreement again to become amendable other than in accordance with this sentence; PROVIDED FURTHER, that the right of the Board of Directors to extend the Distribution Date shall be null and void unless such not require any amendment or supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percenthereunder. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Without limiting the foregoing, howeverat any time prior to such time as any Person becomes an Acquiring Person, that the Company and the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to may amend this Agreement shall be made which to lower the thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) reduces any percentage greater than the Redemption Price largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreementother than an Exempt Person) or and (ii) provides for an earlier Final Expiration Date10%.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the RightsRights Certificates. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend supplement, amend, remove any provision of this Agreement without the approval of any holders of Right Certificates Rights in order order: (i) to cure any ambiguity or ambiguity; (ii) to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision provisions herein; (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement or an event set forth in clauses (i) and (ii) of the first provision to make Section 23(a) hereof, shall be effective only if approved by at least 70 percent of the then members of the Board); or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states and an opinion of counsel reasonably acceptable to the Rights Agent that state that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that amendment unless the Rights Agent may, but shall not be obligated to, enter into any have determined in good faith that such supplement or amendment which affects would adversely affect its own rights, duties, obligations, liabilities or immunities interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of 1/1,000ths of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (c) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (iie) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or Right Certificates (B) any other than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any Affiliate or Associate changes necessary to facilitate the appointment of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date a successor Rights Agent, which such changes shall be null set forth in a writing by the Company or by the Company and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Datesuccessor Rights Agent. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof from 15% to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or and any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. (a) At any time prior to the Distribution Date and subject to Stock Acquisition Date, a majority of the last sentence Board of this Section 27, Directors of the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement (Agreement, including, without limitation, the date upon Beneficial Ownership percent as set forth in Section 1 at which the Distribution Date shall occura Person becomes an Acquiring Person, the time during which definition of Exempt Person as set forth in Section 1 to include any Person in addition to the Rights may be redeemed pursuant Persons described therein, and, to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to extent permitted by applicable law, the Company may by action number, designation, preferences and rights of its Board shares of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement Preferred Stock as set forth in Exhibit A without the approval of any holders of Right Certificates Rights. (b) Except as otherwise provided in order Section 26(c): (1) The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to cure any ambiguity redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock, or to correct amend or supplement this Agreement). (2) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (y) not subject the Board of Directors of the Company to any provision contained liability to the holders of the Rights. (c) From and after the Stock Acquisition Date: (1) No amendment or other change shall be made in this Agreement or the terms of the Rights which may be defective or is inconsistent with any other provision of this Agreement the provisions set forth in Section 11(j) or (iiSection 13(e) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not would otherwise adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate other Person in whose hands the Rights are void under the provisions of an Acquiring PersonSection 7(e)). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but Notwithstanding the foregoing, a majority of the Board of Directors may, and the Rights Agent shall, if so directed, amend this Agreement prior to the Distribution Stock Acquisition Date shall be null and void unless such supplement or amendment could have been adopted under effective upon the preceding sentence from and after the Distribution Stock Acquisition Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition . (2) The Board of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan Directors of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior entitled to exercise the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained powers specified in this Agreement, no supplement or amendment to this Agreement shall be made which (iSection 26(b) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date Stock Acquisition Date unless the Board of this Agreement) or (ii) provides for an earlier Final Expiration DateDirectors can establish by clear and convincing evidence that its action satisfies the requirement in Section 26(c)(1).

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Shares. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement or an event set forth in clauses (i) and (ii) of the proviso to make Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) Acquiring Person and (ii) 10 percentits Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligationsthe Purchase Price or the number of one four-hundredths of a Preferred Share for which a Right is exercisable, liabilities provided that this Agreement may be amended to change the type and number of securities into which a right is exercisable before the occurrence of any Triggering Event if, after giving effect to such amendment, the new securities into which each Right is so exercisable have a value equal to the value of, and have voting rights at least equal to the voting rights of, the securities into which such Right was exercisable prior to such amendment (excluding any value attributable to any minimum dividend payments and excluding any voting rights operable in case of non-payment of dividends) and provided further that upon the creation of a new series of Common Shares of the Company, this Agreement may be amended before the occurrence of any Triggering Event (x) to reflect the Redemption Price, the Purchase Price, the number and type of securities purchasable upon exercise and any other terms of any share purchase rights to be associated with the shares of such new series and (y) if any shares of such new series are to be paid as a dividend on the outstanding shares of any other series of Common Shares, then to the extent such dividend reduces the Number of Shares Issuable with Respect to the Inter-Group Interest, as such term is now or immunities hereafter defined in the Articles of Restatement, to adjust (in a manner similar to the adjustments required under this AgreementSection 11(q) hereof) the Purchase Price payable upon proper exercise of the Rights associated with the Common Shares on which such dividend is to be paid. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for other than an earlier Final Expiration DateAcquiring Person).

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to Date, if the last sentence of this Section 27Corporation so directs, the Company may by action of its Board of Directors, Corporation and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner which the Corporation may deem desirable without the approval of any holder holders of the RightsRights or certificates representing Common Shares. From and after the Distribution Date and subject to applicable lawDate, if the Corporation so directs, the Company may Corporation, upon approval by action of its the Board of Directors, Directors and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights or Certificates representing Common Shares in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company Corporation, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, any time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is specifically contemplated hereby or amendment could have been adopted under is for the preceding sentence from and after purpose of protecting, enhancing or clarifying the Distribution Date. Without limiting rights of, or the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer the Chairman of the Company Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent may, but shall not be obligated to, enter into any to execute such supplement or amendment which affects its own rights, duties, obligations, liabilities shall not affect the validity or immunities under effective date of any supplement or amendment adopted by the Corporation. Notwithstanding anything in this Agreement. Prior Agreement to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall be made which (i) reduces decreases the stated Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date period of this Agreement) or (ii) provides for an earlier time remaining until the Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence occurrence of this a Section 2711(a)(ii) Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Board of Directors of the Company in its sole discretion so directs, supplement or amend any provision of this Agreement (including, without limitation, as the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision Board of Directors of the Statement of Resolutions) in any manner Company may deem necessary or desirable without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany. From and after the Distribution Date and subject to applicable lawoccurrence of a Section 11(a)(ii) Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Board of Directors of the Company in its sole discretion so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, however, that from and after the Distribution Date. Without limiting occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the foregoingRights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, an Acquiring Person or any entity holding Common Shares Affiliate or Associate of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that any failure of the Rights Agent may, but shall not be obligated to, enter into any to so execute such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under shall not affect the validity of the actions taken by the Board of Directors of the Company pursuant to this AgreementSection 27. Prior to the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In additionNotwithstanding any other provision hereof, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent’s consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 27 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent’s rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock or Series A Preference Stock. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (iic) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any Notwithstanding the foregoing, (x) after the Stock Acquisition Date or (y) on or within eighteen (18) months of the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such solicitation, if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null effective only if there are Continuing Directors then in office, and void unless such supplement or amendment could shall have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition approved by a majority of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentContinuing Directors. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock and Series A Preferred Stock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (i) the Rights Agent mayStock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, but shall not be obligated toany Subsidiary of the Company, enter into any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or amendment which affects its own rightsexchange offer has not expired or been terminated, duties, obligations, liabilities the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing shares of Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date must be approved by a majority of the RightsDisinterested Directors. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an any such Acquiring Person). Any ; provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights; provided further, that any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and of this Agreement after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Stock Acquisition Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage must be approved by a majority of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentDisinterested Directors. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one ten-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time prior to (i) the Rights Agent mayexistence of an Acquiring Person or (ii) the date that a tender or exchange offer by any Person (other than the Company, but shall not be obligated toany Subsidiary of the Company, enter into any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such supplement plan or amendment which affects its own rightsany Exempt Person (but, dutiesin the case of an Exempt Person, obligations, liabilities only to the extent of any shares of Common Stock (A) Beneficially Owned by such Exempt Person on the date of this Agreement or immunities under (B) acquired by such Exempt Person after the date of this Agreement from any other Exempt Person if such shares have been Beneficially Owned only by Exempt Persons on and after the date of this Agreement)) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates subject to the other terms and conditions of this Agreement in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein, which may be defective or inconsistent with any other provision of this Agreement provisions herein, to shorten or (ii) lengthen any time period hereunder or to make any other provisions in regard with respect to matters or questions arising hereunder the Rights which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateRights. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and; (B) to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof 1(a) and in Section 3(b3(a) hereof to not less than (i) 10% or more of the Class B Common Shares then outstanding or (ii) any combination of Class A Common Shares and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the “Reduced Threshold”); provided, however, that no Person who beneficially owns a number of Class B Common Shares or a combination of Class A and Class B Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such amendment unless such Person shall, after the public announcement of the Reduced Threshold (with written notice to the Rights Agent of such public announcement), increase its beneficial ownership of the then outstanding Class B Common Shares or combination of Class A and Class B Common Shares (other than as a result of an acquisition of Common Shares by the Company or as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the sum lowest beneficial ownership of 0.001 percent and the largest such Person as a percentage of the outstanding Class B Common Shares then known by as of any date on or after the Company to be beneficially owned by any Person (other than the Company, any Subsidiary date of the Companypublic announcement of such Reduced Threshold, any employee benefit plan of the Company or of any Subsidiary of the Companyplus .001%, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentthe lowest beneficial ownership of such Person as a percentage of a combination of the outstanding Class A and Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which that affects its the Rights Agent’s own rights, duties, obligations, liabilities obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock.” 6. Capitalized terms used without other definition in this Amendment shall be used as defined in the Rights Agreement. 7. This Amendment shall be deemed to be a contract made under the laws of the CompanyState of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. 8. In additionThis Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, notwithstanding anything and all such counterparts shall together constitute but one and the same instrument. 9. This Amendment shall be effective as of the date first written above, and all references to the contrary contained in this Agreement, no supplement or amendment to this Rights Agreement shall from and after such time be made which (i) reduces deemed to be references to the Redemption Price (except Rights Agreement as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateamended hereby.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence provisions of this Section 2728, the Company may by action resolution of its Board of DirectorsBoard, and the Rights Agent shall shall, if the Company pursuant to such resolution so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Company Common Stock. From and after the Distribution Date and subject to applicable lawthe provisions of Section 28, the Company may by action resolution of its Board of DirectorsBoard, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during amended, at a time when the Rights are not redeemable, to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30, a time period (including a time period described in Section 3(a)(i) or 3(a)(ii)) relating to when the Rights may be redeemed, or (B) any other time period after any Person has become an Acquiring Person but prior to unless in a case described in this clause (B) such lengthening is for the Distribution Date shall be null and void unless such supplement purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested, an opinion of counsel or, so long as any Person is an Acquiring Person hereunder, from a majority of the members of the Board which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726 (including, to the extent applicable, the provisions of Section 28), the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which that affects its the Rights Agent's own rights, duties, obligations, liabilities obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Company Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date -------------------------- Date, and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date Date, and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in clauses (i) or (ii) of the first provision to make Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, howeverno supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent may, but under this Agreement shall not be obligated to, enter into any effective without the execution of such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementby the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Subject to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may Company, by action of its the Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision of this Agreement provisions herein, to shorten or (ii) lengthen any time period hereunder, or to make any other provisions in regard with respect to matters or questions arising hereunder which the Rights that the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has Rights that have become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Datepursuant to Section 7(e) hereof). Without limiting the foregoing, the Company Company, by action of the Board of Directors, may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction; and (B) to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof to not less than the greater of (i) the sum of 0.001 percent .001% and the largest percentage of Voting Power represented by the then outstanding Common Shares shares of Voting Stock then known by the Company to be beneficially owned Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity trustee or fiduciary holding Common Shares shares of the Company for Voting Stock for, or pursuant to the terms of of, any such plan) , acting in such capacity), and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment which affects its own rightsmay be made to Sections 18, duties19, obligations20, liabilities or immunities under this Agreement21 hereof without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement or an event set forth in clauses (i) and (ii) of the first proviso to make Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, however, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of Units of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the next to last sentence of this Section 2726, the Company may may, by action resolution of its Board of Directors, Directors and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Stock. From and after the Distribution Date and subject to applicable lawthe next to last sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement or provisions herein, (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement , or amendment adopted during (iv) to shorten or lengthen any time period after hereunder; provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iv) of this sentence, (A) a time period relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void other time period unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; providedamendment Notwithstanding anything contained in this Agreement to the contrary, however(a) no supplement or amendment shall be made which changes the Redemption Price, that the Final Expiration Date, the Purchase Price, or the number of Preferred Stock Fractions for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which that affects its the Rights Agent's own rights, duties, obligations, liabilities obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27The Company may, the Company may by action resolution of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, including without limitation, limitation any extension of the date upon which the Distribution Date shall occur, the time during period in which the Rights may be redeemed pursuant redeemed) at any time prior to Section 23 or any provision of the Statement of Resolutions) in any manner Stock Acquisition Date, without the approval of any holder holders of certificates representing shares of Common Stock or, after the RightsDistribution Date, of Right Certificates. From and after the Distribution Date and subject to applicable lawStock Acquisition Date, the Company may may, by action resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office), and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of certificates representing shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to change or supplement or make any other provisions in regard to matters or questions arising hereunder which the Company and the Rights Agent may deem necessary or desirable and desirable, which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an Affiliate or Associate thereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Stock Acquisition Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections l(a) and in Section 3(b3(a) hereof to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any entity holding Common Shares of Person organized, appointed or established by the Company or such Subsidiary as a fiduciary for or pursuant to the terms of any such employee benefit plan) and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Stock Acquisition Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to time that the last sentence of this Section 27Corporation becomes aware that a Person has become an Acquiring Person, the Company may Corporation may, by action resolution of its Board of Directors, and the Rights Agent shall shall, if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, without limitation, any extension of the date upon which the Distribution Date shall occur, the time during period in which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutionsredeemed) in any manner without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCorporation or of Right Certificates. From and after the Distribution Date and subject to applicable lawtime that the Corporation becomes aware that a Person has become an Acquiring Person, without the approval of any holders of certificates representing shares of Common Stock of the Corporation or of Right Certificates, the Company may Corporation may, by action resolution of its Board of Directors, and the Rights Agent shall shall, if the Company Corporation so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement or amend any other provisions in regard to matters or questions arising hereunder any manner which the Company Corporation may deem necessary or desirable and desirable, which shall not adversely affect the interests of of, or diminish substantially or eliminate the benefits intended to be afforded by the Rights to, the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during amended (A) to lengthen, pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Corporation to redeem the Rights, in either case at such time as the Rights are not then redeemable, or to lengthen any other time period after any Person has become unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company an Affiliate or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms Associate of any such planPerson) and or (iiB) 10 percentto alter, amend, supplement or delete this second sentence of Section 27. Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 (together with a copy of such proposed supplement or amendment), the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding the foregoing, however, any supplement or amendment that does not amend this Agreement in a manner adverse to the Rights Agent mayAgent, but and is otherwise in compliance in all respects with this Section 27, shall become effective immediately upon execution by the Company, whether or not be obligated to, enter into also executed by the Rights Agent. In the case of any such supplement or amendment, the Corporation shall deliver to the Rights Agent a certificate from an appropriate officer of the Corporation which states that such supplement or amendment which affects its own rights, duties, obligations, liabilities was in compliance with the terms of this Section 27 (together with a copy of such supplement or immunities under this Agreementamendment). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27The Company may, the Company may by action resolution of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, including without limitation, limitation any extension of the date upon which the Distribution Date shall occur, the time during period in which the Rights may be redeemed pursuant redeemed) at any time prior to Section 23 or any provision of the Statement of Resolutions) in any manner Stock Acquisition Time, without the approval of any holder holders shares of Common Stock or, after the RightsDistribution Date, of Right Certificates. From and after the Distribution Date and subject to applicable lawStock Acquisition Time, the Company may may, by action resolution of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to change or supplement or make any other provisions in regard to matters or questions arising hereunder which the Company and the Rights Agent may deem necessary or desirable and desirable, which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an Affiliate or Associate thereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution DateStock Acquisition Time, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directorsmay, and the Rights Agent shall if the Company so directsshall, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateCommon Stock. Without limiting the foregoing, the Company may may, at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof to not less than the greater of (ia) the sum of 0.001 percent .001% and the largest percentage of the outstanding shares of Common Shares Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any entity holding shares of Common Shares of the Company Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of Right Certificates in order (a) to cure any ambiguity, (b) to correct or supplement any provision contained herein which may be defective or inconsistent with any of other provisions herein, (c) to shorten or lengthen any time period hereunder, or (d) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (ii) 10 percentany other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under . Notwithstanding anything in this Agreement. Prior Agreement to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall that changes the rights and duties of the Rights Agent under this Agreement will be made which (i) reduces effective without the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after consent of the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any time prior to (a) Notwithstanding the Distribution Date and subject to the last sentence provisions of this Section 27subsection (b) below, the Company may by action Warrant Agent may, without the consent or concurrence of its Board the registered holders of Directorsthe Warrants, and the Rights Agent shall if enter into one or more supplemental agreements or amendments with the Company so directsfor the purpose of (i) evidencing the rights of Warrantholders upon consolidation, supplement merger, sale, transfer or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed reclassification pursuant to Section 23 3.05 hereof, (ii) making any changes or any provision of the Statement of Resolutions) corrections in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) that are required to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision herein or any clerical omission or mistake or manifest error herein contained, (iii) adding covenants for the benefit of this Agreement the Warrantholders, (iv) surrendering any right or power conferred on the Company, or (iiv) to make any making such other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which under this Agreement as shall not materially and adversely affect the interests of the holders of the Rights Warrants or Right Certificates (other than an Acquiring Person shall not be inconsistent with this Agreement or any Affiliate supplemental agreement or Associate amendment. (b) With the consent of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under registered holders of at least a majority in number of the preceding sentence from and after Warrants at the Distribution Date. Without limiting the foregoingtime outstanding, the Company and the Warrant Agent may at any time prior and from time to time by supplemental agreement or amendment add any provisions to or change in any manner or eliminate any of the Distribution Date amend provisions of this Agreement to lower or of any supplemental agreement or modify in any manner the thresholds set forth in the definition of Acquiring Person in Section 1 hereof rights and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage obligations of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary Warrantholders and of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any no such supplement supplemental agreement or amendment which affects its own rightsshall, duties, obligations, liabilities or immunities under this Agreement. Prior to without the Distribution Date, the interests consent of the holders registered holder of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which each outstanding Warrant affected thereby, (i) reduces alter the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date provisions of this Agreement) Agreement so as to affect adversely the terms upon which the Warrants are exercisable or otherwise impair or adversely affect the exercise rights of the Warrantholders; (ii) provides reduce the number of Warrants outstanding the consent of whose holders is required for an earlier Final any such supplemental agreement, waiver or amendment; (iii) change the Expiration Date; (iv) except as provided in Article III, increase the Exercise Price or decrease the Share Number; or (v) impair the right to institute suit for the enforcement of any payment or delivery with respect to the settlement of any Warrant.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Shares. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights, without adversely affect affecting the interests of the holders of the Rights or Right Certificates (other than those of an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities does not adversely affect the rights or immunities obligations of the Rights Agent under Section 18 or Section 20 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In additionShares, notwithstanding anything to the contrary contained in this AgreementRights Agreement to the contrary, no supplement or amendment to this Agreement shall be made which in the event that a majority of the Board of Directors of the Company is comprised of (i) reduces Persons elected at a meeting of or by written consent of stockholders and who were not nominated by the Redemption Price (except as required hereunder Board of Directors in office immediately prior to such meeting or action by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or written consent and/or (ii) provides successors of such Persons elected to the Board of Directors for an earlier Final Expiration Datethe purpose of either facilitating a transaction with a Person or circumventing directly or indirectly the provisions of this Section 27, then for a period of 180 days following the effectiveness of such action, this Rights Agreement shall not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a transaction with a Person.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the RightsCompany constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, that from and after the Distribution Date. Without limiting Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the foregoingRights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities reduces the then effective Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior to For as long as the Distribution Date Rights are then redeemable and subject to except as provided in the last penultimate sentence of this Section 2726, the Company may by action of in its Board of Directorssole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the RightsRights or the Common Stock. From At any time when the Rights are not then redeemable and after except as provided in the Distribution Date and subject to applicable lawpenultimate sentence of this Section 26, the Company may by action of its Board of Directorsmay, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which desirable; provided, that no such supplement or amendment shall not adversely affect the interests of the holders of the Rights or Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or any has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person). Any supplement ; provided, further, that this Rights Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights as such (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or Acquiring Person who became such other than pursuant to the terms a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of any such plan) and (ii) 10 percentan Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Rights Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, duties, obligations, liabilities the Final Expiration Date or immunities under this Agreementthe number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date Date, and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date Date, and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in clauses (i) or (ii) of the first provision to make Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, howeverno supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent may, but under this Agreement shall not be obligated to, enter into any effective without the execution of such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementby the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock."

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder which manner that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to the Rights Agent mayDistribution Date, but shall not be obligated to, enter into any such supplement the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the earlier of (i) the Distribution Date and subject to or (ii) the last sentence occurrence of this Section 27a Triggering Event, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights including supplements or amendments that may be redeemed pursuant deemed to Section 23 or any provision affect the interests of the Statement holders of ResolutionsRight Certificates adversely) in any manner without the approval of any holder holders of certificates representing the Company Securities and associated Rights. From and after the earlier of (i) the Distribution Date and subject to applicable lawor (ii) the occurrence of a Triggering Event, the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates (x) in any manner that will not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), or (y) in order (i) to cure any ambiguity or to correct or supplement any provision contained herein which, in this Agreement which the good faith determination of a majority of the Board of Directors, may be defective or inconsistent with the other provisions contained herein or (z) to shorten or lengthen any other provision time period hereunder; provided, however, that, from and after the earlier of this Agreement (i) the Distribution Date or (ii) the occurrence of a Triggering Event, this Agreement shall not be supplemented or amended to make lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other provisions in regard to matters time period unless such lengthening is for the purpose of protecting, enhancing or questions arising hereunder which clarifying the Company may deem necessary or desirable and which shall not adversely affect rights of, and/or, the interests of benefits to, the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 (and such supplement or amendment does not change or increase the Rights Agent's duties, liabilities, rights or obligations), the Rights Agent shall execute such supplement or amendment; provided, however, that . Notwithstanding anything contained in this Agreement to the Rights Agent maycontrary, but subject to the next succeeding paragraph, no supplement or amendment shall not be obligated tomade that changes the (i) Redemption Price, enter into any (ii) the Final Expiration Date after the Distribution Date, (iii) the Purchase Price or (iv) the number of Common Shares for which a Right is exercisable, and no such supplement or amendment which affects its own that changes the rights, duties, obligations, liabilities or immunities obligations of the Rights Agent under this AgreementAgreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the CompanyCompany Securities. In addition, notwithstanding Notwithstanding anything to the contrary contained in this AgreementAgreement to the contrary, no supplement or amendment to this Agreement shall be made which (i) reduces in the Redemption Price (except as required hereunder by appropriate adjustment to reflect event that at any stock split, stock dividend or similar transaction occurring time after the date of this AgreementAgreement the Company authorizes one or more series of preferred stock, then this Agreement may be amended or supplemented as the Board of Directors shall deem necessary or advisable, without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of Common Shares which may be received upon exercise of Rights hereunder prior to the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect to take into account the use of such preferred stock (iior fractional shares of preferred stock) provides for an earlier Final Expiration Datein place of such Common Shares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the RightsCompany constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, that from and after the Distribution Date. Without limiting Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the foregoingRights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities changes the then effective Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. (a) At any time prior to the Distribution Date and subject to Stock Acquisition Date, a majority of the last sentence of this Section 27Continuing Directors (or, if no Continuing Directors are then in office, the Company may by action of its Board of DirectorsDirectors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of Rights; provided, however, that no amendment shall adversely affect the Rights. rights of any Exempt Person without the written consent of such Person (b) From and after the Distribution Date and subject to applicable lawStock Acquisition Date, a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Company may by action of its Board of DirectorsDirectors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall shall, if the Company so directsdirected, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement Agreement, or (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b. (c) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no No supplement or amendment to this Agreement shall be made which (i) reduces changes the Purchase Price, the number of shares of Preferred Stock, other securities, cash or other property for which a Right is then exercisable or the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date. (d) Immediately upon the action of a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors) providing for any amendment or supplement pursuant to this Section 26, and without any further action and without notice, such amendment or supplement shall be deemed effective. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, the Company shall deliver to the Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors of the Company) adopting such amendment or supplement. Upon such delivery, the amendment or supplement shall be administered by the Rights Agent as part of this Agreement in accordance with the terms of this Agreement as so amended or supplemented

Supplements and Amendments. At any time prior to For so long as the Distribution Date Rights are redeemable, and subject to the last penultimate sentence of this Section 27, . the Company may by action of its Board of Directorsmay, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rights. From shares of Common Stock or, on and after the Distribution Date Date, the holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to applicable law, the penultimate sentence of this Section 27. the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order Rights Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision of this Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but ) or, prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater certificates representing shares of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and Stock; (ii) 10 percentcause this Agreement again to become amendable other than in accordance with this sentence; or (iii) cause the Rights again to become redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, . the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one one-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the Rights Agent maydate that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, but shall not if upon consummation thereof, such Person would be obligated to, enter into any such supplement the Beneficial Owner of 15% or amendment which affects its own rights, duties, obligations, liabilities more of the shares of Common Stock then outstanding the Board may amend this Agreement to increase the Purchase Price or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time -------------------------- supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (c) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (iie) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or Right Certificates (B) any other than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any Affiliate or Associate changes necessary to facilitate the appointment of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date a successor Rights Agent, which such changes shall be null set forth in a writing by the Company or by the Company and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Datesuccessor Rights Agent. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof from 15% to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or and any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the RightsCompany constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order to (ia) to cure any ambiguity or to ambiguity, (b) correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (c) shorten or lengthen any time period hereunder, or (iid) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, that from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement may not be supplemented or amended to lower the thresholds set forth in the definition lengthen, pursuant to clause (c) of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of this sentence, (i) a time period relating to when the sum of 0.001 percent and Rights may be redeemed at such time as the largest percentage of the outstanding Common Shares Rights are not then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Companyredeemable, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentany other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under Section 18 or Section 20 of this Rights Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities reduces the then effective Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directorsfrom time to time, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (ii) to make any change to or delete any provision hereof or to adopt any other provisions in regard with respect to matters or questions arising hereunder the Rights which the Company may deem necessary or desirable desirable; provided, however, that, from and which after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Personand its Affiliates and Associates). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting limited the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof 1(a) and in Section 3(b3(a) hereof to not less than 5% (the Reduced Threshold); provided, however, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the sum lowest Beneficial Ownership of 0.001 percent and the largest such Person as a percentage of the outstanding Common Shares then known as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company to be beneficially owned by any Person (other than and the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant Rights Agent. Notwithstanding anything in this Agreement to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreementcontrary, no supplement or amendment to that changes the rights and duties of the Rights Agent under this Agreement shall will be made which (i) reduces effective against the Redemption Price (except as required hereunder Rights Agent without the execution of such supplement or amendment by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if so directed by the Company so directsCompany, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Stock. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect affect, as determined solely by the Company, the interests of the holders of the Rights or the Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during any period after any Person has become an Acquiring Person but prior amended pursuant to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding clause (iii) of this sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at (A) to lengthen any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(bperiod unless (1) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage approved by a majority of the outstanding Common Shares Disinterested Directors then known by in office and (2) such lengthening is for the Company to be beneficially owned by any Person (other than purpose of protecting, enhancing or clarifying the Companyrights of, any Subsidiary and/or the benefits to, registered holders of the Company, any employee benefit plan of the Company or of any Subsidiary of the CompanyRights, or (B) to lengthen any entity holding Common Shares of time period relating to when the Company for or pursuant to Rights may be redeemed if at such time the terms of any such plan) and (ii) 10 percentRights are not then redeemable. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, howeverno supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Exercise Price or the number of shares (or portions thereof) of Common Stock for which a Right is exercisable, and no supplement or amendment that changes the rights and duties of the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this AgreementAgreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent) without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement or (ii) provisions herein, to make any other provisions in regard to matters or questions arising hereunder hereunder, or to add, delete, modify or otherwise amend any provision, which the Company may deem necessary or desirable desirable, including without limitation extending the Final Expiration Date and, provided that at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; provided, however, that from and which after such time as any Person becomes an Acquiring Person, any such amendment or supplement shall not materially and adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateCertificates. Without limiting the foregoing, the Company Board of Directors may by resolution adopted at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds threshold set forth in the definition definitions of Acquiring Person in Section 1 hereof and in Section 3(b) hereof Distribution Date herein from 15% to a percentage not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Voting Shares then known by to the Company to be beneficially owned by any Person (other than an Existing Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares trustee of the Company for or pursuant fiduciary with respect to the terms of any such plan) plan when acting in such capacity), and (ii) 10 percent. Upon 10% if the delivery Board of Directors shall determine that a certificate from an appropriate officer of Person whose interests are adverse to the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects and its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior shareholders may seek to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares acquire control of the Company. In additionNotwithstanding any other provision hereof, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent's consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 29 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent's rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in clauses (i) or (ii) of the first provision to make Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder which manner that the Company may deem deems necessary or desirable and which shall that does not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Datebenefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time or from time to time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b1(i) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made pursuant to this Section 27 that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which affects its own rights, duties, obligations, liabilities or immunities under this Agreementa Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares of the RightsCompany. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which shortening or lengthening, after the Stock Acquisition Date, shall require the concurrence of this Agreement a majority of such Continuing Trustees) or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability of the Board (with, where required, the concurrence of a majority of the Continuing Trustees) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any period after any Person has become other time periods unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company an Affiliate or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms Associate of any such plan) and (ii) 10 percentPerson). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior to the Distribution Date Final -------------------------- Amendment Date, and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Final Amendment Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may (acting by action at least a majority of its Board of the Continuing Directors, ) and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person, an Adverse Person or any an Affiliate or Associate of an Acquiring such Person). Any supplement ; provided, however, that this Agreement -------- ------- may not be supplemented or amendment adopted during amended, pursuant to clause (iii) of this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or at such time as the Rights are not then redeemable or (B) any other time period after any Person has become an Acquiring Person but prior unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person Rights (other than the Companyany Acquiring Person, any Subsidiary an Adverse Person or an Associate or Affiliate of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentPerson). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At Prior to such time as any time prior to the Distribution Date Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares of the RightsCompany. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date such time as any Person becomes an Acquiring Person and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period ; provided, that from and after such time as any Person has become becomes an Acquiring Person but prior this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Distribution Date shall Rights may be null and void redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment which affects its own rights, duties, obligations, liabilities shall be made that changes the Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Stock Acquisition Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Stock Acquisition Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made (i) which affects its own rightschanges the Redemption Price or (ii) at any time prior to such time as any Person first becomes an Acquiring Person lowers the thresholds set forth in Sections 1(a) and/or 3(a) hereof from 15% to less than, dutiesin either case, obligations, liabilities the greater of (x) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person or immunities under this Agreement(y) 10%. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At Prior to such time as any time prior to the Distribution Date Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares of the RightsCompany. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date such time as any Person becomes an Acquiring Person and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period ; provided, that from and after such time as any Person has become becomes an Acquiring Person but prior this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Distribution Date shall Rights may be null and void redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding the foregoing, however, that the Rights Agent may, but shall not be obligated torequired to supplement or amend this Agreement in a manner that adversely affects its rights or obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, enter into any such no supplement or amendment which affects its own rights, duties, obligations, liabilities shall be made that changes the Redemption Price or immunities under this Agreementmoves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Shares. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in clauses (x) and (y) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring such Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price or immunities under this Agreementthe number of one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and Date, but subject to the last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent Agent, if so directed in writing by the Company, shall if the Company so directs, supplement or amend any term, provision or condition of this Agreement (includingAgreement, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder the registered holders of the stock certificates representing the Common Stock and the Rights. From and after the Distribution Date and Date, but subject to applicable lawthe last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent Agent, if so directed in writing by the Company, shall if the Company so directs, from time to time supplement or amend this Agreement Agreement, without the approval of any the registered holders of Right Certificates the Rights (however represented), in order order: (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any term, provision contained in or condition of this Agreement which may be defective or inconsistent with any other term, provision of this Agreement or condition hereof, (c) to shorten or lengthen any time period specified herein or (iid) to make change or supplement one or more of the terms, provisions or conditions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect affect, as determined by the Board, the interests of the holders (other than any Restricted Person or the transferees therefrom specified in Section 7(d) of the Rights (however represented); provided, however, that this Agreement may not be supplemented or amended pursuant to clause (c) of this sentence (i) to lengthen any time period (except as permitted by Section 3(a)(ii)) unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders (other than any Restricted Person or the transferees therefrom specified in Section 7(d)) of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentto lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into required to execute any such supplement or amendment which affects its own any of the Rights Agent's rights, dutiespowers, obligations, liabilities duties or immunities under this AgreementAgreement without its consent. On and after the Distribution Date, no supplement or amendment shall be made which changes the Exercise Price, the number of one one-hundredths of a Preferred Share for which a Right is exercisable, the Redemption Price or the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company." 8. In additionSection 29 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(or, notwithstanding anything as and when set forth herein, the Disinterested Directors)" from the second sentence thereof and to strike and remove the parenthetical phrases "(or the Disinterested Directors)" and "(including any Disinterested Director)" from the third sentence thereof. 9. Section 31 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(with the concurrence of at least a majority of the Disinterested Directors then in office)" from the proviso thereof. 10. Exhibit C to the contrary Rights Agreement is amended and restated in its entirety in the form attached hereto. 11. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 12. This Amendment may be executed in any number of counterparts, and each of such counterparts shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. 13. Except as specifically provided in this Amendment to the Rights Agreement, this Amendment shall not by implication or otherwise alter, modify, amend or in any such way affect any of the terms, conditions, obligations, covenants or agreements contained in this the Rights Agreement, no supplement or amendment to this Agreement all of which are ratified and affirmed in all respects and shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Datecontinue in full force and effect.

Supplements and Amendments. At any time prior Prior to the Distribution Date time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may by action of in its Board of Directorssole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner respect without the approval of any holder holders of the RightsRights or Common Shares. From and after the Distribution Date time at which the Rights cease to be redeemable pursuant to Section 23, and subject to applicable lawthe last sentence of this Section 27, the Company may by action of its Board of Directorsmay, and the Rights Agent shall will if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make supplement or amend the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of the Rights or Right Certificates as such (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null , and void unless no such supplement or amendment could have been adopted under shall cause the preceding sentence from and after Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the Distribution Dateprovisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended (a) to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate, and (b) at any time prior to the Distribution Date amend this Agreement such time as any Person becomes an Acquiring Person, to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b1(a) hereof from 15% to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) plan or the Group), and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent may, but shall not be obligated to, enter into any to execute such supplement or amendment which affects its own rights, duties, obligations, liabilities will not affect the validity of any supplement or immunities under this Agreement. Prior to amendment adopted by the Distribution Date, the interests Board of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Directors of the Company, any of which will be effective in accordance with the terms thereof. In addition, notwithstanding Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall may be made which (i) reduces decreases the stated Redemption Price (except as required hereunder to an amount less than $0.01 per Right. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights Agent.

Supplements and Amendments. At any BAM may from time prior to the Distribution Date and subject to the last sentence of this Section 27, the Company may by action of its Board of Directorstime, and the Rights Agent shall shall, if the Company BAM so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Class A Shareholder in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, to make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or (ii) to make any other provisions change, in regard to matters each case, provided that such change, amendment, modification or questions arising hereunder which the Company may deem necessary or desirable and which shall supplementation does not adversely affect any Class A Shareholder or its rights hereunder in any respect. Except as set forth in the interests immediately preceding sentence or as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BAM or (b) at a duly called annual or special meeting of the Company’s stockholders, (i) prior to the second (2nd) anniversary of the date of the first issuance of Class A Stock, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the Rights outstanding shares of Class A Stock not held by BAM, BPY or Right Certificates their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (other than an Acquiring Person within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company and (ii) from and after the second (2nd) anniversary of the date of the first issuance of Class A Stock, either (x) the affirmative consent or any Affiliate vote, as applicable, of holders of a majority of the outstanding shares of Class A Stock not held by BAM, BPY or Associate their controlled Affiliates, voting as a class, and the approval of an Acquiring Person)a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company or (y) the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior authorized by this Section 17 shall be evidenced by a writing signed by BAM and the Rights Agent. Notwithstanding anything in this Agreement to the Distribution Date shall contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be null and void unless effective against the Rights Agent without the execution of such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by Rights Agent. In executing any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company amendment or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contemplated hereby, the Rights Agent shall execute such supplement or amendment; providedbe provided with, howeverand shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that the Rights Agent may, but shall not be obligated to, enter into any execution of such amendment or supplement is authorized or amendment which affects its own rights, duties, obligations, liabilities or immunities under permitted by this Agreement. Prior Agreement and all conditions precedent to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement execution and delivery thereof have been duly satisfied or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Datewaived.

Supplements and Amendments. At any time prior Prior to the __________________________ Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring any such Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during ________ amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightschanges the Redemption Price, dutiesthe Final Expiration Date, obligations, liabilities the Purchase Price (except as provided in Sections 11(a)(iii) or immunities under this Agreement11(a)(iv) hereof) or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding any other provision hereof, the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent's consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 26 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent's rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior Prior to the Distribution Stock Acquisition -------------------------- Date and subject to except as provided in the last third sentence of this Section 27, the Company may by action of in its Board of Directors, sole and absolute discretion and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the RightsRights or the Common Stock. From and after the Distribution Date and subject to applicable lawStock Acquisition Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity or to ambiguity, (ii) correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, or (iiiii) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which desirable; provided, that no such supplement or amendment shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than any interest of an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend Notwithstanding anything contained in this Agreement to lower the thresholds set forth contrary, this Agreement may be supplemented or amended only with the approval of a majority of the then Continuing Directors in the definition of Acquiring Person following circumstances described in Section 1 hereof and in Section 3(b) hereof to not less than the greater of clauses (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii): (i) 10 percentduring the one-year period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, or (ii) on or after the time that a Person becomes an Acquiring Person. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however(1) at any time after the time a person becomes an Acquiring Person, this Agreement may be supplemented or amended only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rightsis, dutiesin their judgment, obligations, liabilities or immunities under this Agreement. Prior to in the Distribution Date, the best interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In additionCompany and its stockholders, notwithstanding anything to the contrary contained in this Agreement, and (2) no supplement or amendment to this Agreement shall be made which (i) reduces changes the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (c) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (iie) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or Right Certificates (B) any other than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any Affiliate or Associate changes necessary to facilitate the appointment of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date a successor Rights Agent, which such changes shall be null set forth in a writing by the Company or by the Company and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Datesuccessor Rights Agent. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof from 15% to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or and any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing shares of Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date or after the date on which the Board determines, in accordance with the criteria set forth in Section 1(d) of this Agreement, that a Person is an Adverse Person, must be approved by a majority of the RightsDisinterested Directors. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Adverse Person or an Affiliate or Associate of an Acquiring such Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to Notwithstanding the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms foregoing provisions of this Section 2726, this Agreement may not be supplemented or amended: to lengthen, pursuant to clause (iii) of the preceding sentence, (A) a time period relating to when the Rights Agent shall execute may be redeemed at such supplement or amendment; provided, however, that time as the Rights Agent mayare not then redeemable, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.or

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Common Stock or holders of book-entry shares of Common Stock. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate an Related Person of an Acquiring Person or any transferee of any Acquiring Person or a Related Person of any Acquiring Person). Any supplement ; provided, however, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Datebenefits to, the holders of Rights. Without limiting the foregoing, the Company may Company, by action of the Board of Directors, may, at any time prior to the Distribution Date before any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in the definition of make this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person in Section 1 hereof or to otherwise alter the terms and in Section 3(bconditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) hereof as it may deem necessary or desirable to not less than facilitate the greater exercise, exchange, trading, issuance or distribution of the Rights (i) the sum of 0.001 percent and the largest percentage shares of Preferred Stock issuable and deliverable upon the exercise of the outstanding Common Shares then known by Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the Company to be beneficially owned by benefits thereof, and any Person (other than the Company, any Subsidiary amendment in respect of the Company, any employee benefit plan foregoing shall be deemed to adversely affect the interests of the Company or holders of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementhereto requested by the Company. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Company Common Stock. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, however, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 28, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Company Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity or ambiguity, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (c) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (iie) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or Right Certificates (B) any other than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any Affiliate or Associate changes necessary to facilitate the appointment of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date a successor Rights Agent, which such changes shall be null set forth in a writing by the Company or by the Company and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Datesuccessor Rights Agent. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof from 15% to not less than the greater of (i) the sum of 0.001 percent and any percentage greater than the largest percentage of the outstanding Common Shares Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or and any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10 percent10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, and provided that such supplement or amendment does not increase the Rights Agent's rights, duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence occurrence of this a -------------------------- Section 2711(a)(ii) Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, as the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision Board of Directors of the Statement of Resolutions) in any manner Company may deem necessary or desirable without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany. From and after the Distribution Date and subject to applicable lawoccurrence of a Section 11(a)(ii) Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Board of Directors of the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, however, that from and after the Distribution Dateoccurrence of a Section -------- ------- 11 (a) (ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person). Without limiting the foregoing, the Company may at any time prior to the Distribution Date occurrence of a Section 11(a)(ii) Event amend this Agreement to lower the thresholds threshold set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b1(a) hereof to not less than the greater of (i) the sum of 0.001 percent .001% and the largest percentage of the outstanding Common Shares Stock of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In additionNotwithstanding any other provision hereof, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent's consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 27 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent's rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder hold ers of the Rightscertificates representing shares of Common Stock. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereun der, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable ▇▇▇▇▇ able and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; pro vided, however, that this Agreement may not be supplemented or amendment adopted during amended to lengthen any time period after any Person has become an Acquiring Person but prior hereunder, pursuant to the Distribution Date shall be null and void clause (iii) of this sentence, unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the CompanyStock. In addition, notwithstanding Notwithstanding anything herein to the contrary contained in this Agreementcontrary, no supplement or amendment to this Agreement shall may not be made which (i) reduces amended at a time when the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateRights are not redeemable.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of any Acquiring Person), provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (x) the Rights Agent mayexistence of an Acquiring Person or (y) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, but shall not be obligated to, enter into any such supplement the Board may amend this Agreement to increase the Purchase Price or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementextend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Stock, and without any further action of its Board of Directorsand without notice, such amendment or supplement should be deemed effective. From and after the Distribution Date the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement contained herein, (iii) to extend the Expiration Date or any other time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void other time period, unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Datebenefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time prior to and the Distribution Date Rights Agent shall, if the Company so directs, amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof Sections 1(a) and in Section 3(b3(a) hereof to not less than 10%; provided, however, that if any Person, at the greater time the threshold with respect to the determination of a Person's becoming an Acquiring Person is so lowered, beneficially owns shares of Common Stock in excess of such lowered threshold and was not an Acquiring Person immediately prior to such time, such Person shall not become an Acquiring Person by virtue of such threshold having been lowered unless and until such Person shall thereafter become, alone or together with its Affiliates and Associates, the Beneficial Owner of any additional shares of Common Stock (iother than (x) through the sum exercise of 0.001 percent and any presently outstanding options, or the largest percentage of the outstanding Common Shares then known issuance hereafter by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of options, stock appreciation rights or other securities convertible into or exercisable for stock (or the Company, or any entity holding Common Shares of the Company for or pursuant to the terms exercise of any such planoptions, rights or other securities), (y) and (ii) 10 percent. Upon the delivery as a result of a certificate dividend by the Company payable in stock or securities convertible into or exercisable for stock, or (z) by reason of the acquisition by such Person of beneficial ownership of an aggregate of no more than 10,000 shares of Common Stock (such number to be appropriately adjusted to reflect stock dividends, splits, reclassifications and combinations from and after the date of this Agreement) in any single calendar year; provided, that none of such shares are owned directly by such Person or nominees for such Person. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, an appropriate officer of the Company which states that shall deliver to the proposed Rights Agent a copy of resolutions of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement or amendment is shall be administered by the Rights Agent as part of this Agreement in compliance accordance with the terms of this Section 27Agreement, the Rights Agent shall execute such supplement as so amended or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementsupplemented. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence occurrence of this Section 27a Triggering Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement (including, without limitation, as the date upon which the Distribution Date shall occur, the time during which the Rights Board of Directors may be redeemed pursuant to Section 23 deem necessary or any provision of the Statement of Resolutions) in any manner desirable without the approval of any holder holders of certificates representing shares of Common Stock of the RightsCompany or any other securities of the Company. From and after the Distribution Date and subject to applicable lawoccurrence of a Triggering Event, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board of Directors so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereof in any other provisions in regard to matters or questions arising hereunder manner which the Company Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, however, that from and after the Distribution Dateoccurrence of a Triggering Event, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Without limiting the foregoing, the Company may at any time prior to the Distribution Date occurrence of a Triggering Event, amend this Agreement to lower the thresholds threshold set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b1(a) hereof to not less than the greater of (i) the sum of 0.001 percent .001% and the largest percentage of the outstanding Common Shares Stock of the Company then known by the Company to be beneficially owned Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, Company any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any entity holding Common Shares Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms and conditions of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Dateoccurrence of a Triggering Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In additionNotwithstanding any other provision hereof, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent's consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement shall be made Section 27 which (i) reduces alters the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend Rights Agent's rights or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateduties.

Supplements and Amendments. At any time prior Prior to the Distribution Date Date, and subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall may, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing shares of Company Voting Stock. From and after the Distribution Date Date, and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement an event set forth in clauses (i) or (ii) of the first provision to make Section 23(a) hereof, shall be effective upon the concurrence of a majority of the Board), or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date this Agreement may not be supplemented or amended to, pursuant to clause (iii) of this sentence, (A) shorten the Final Expiration Date or (B) lengthen (1) a time period relating to when the Rights may be redeemed, or Right Certificates to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (2) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not change or increase the Rights Agent’s duties, liabilities, rights or obligations, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, howeverno supplement or amendment shall be made which changes the Redemption Price, the Purchase Price or the number of shares ofSeries A-1 Common Stock for which a Right is exercisable, and no supplement or amendment that changes the rights, duties, liabilities or obligations of the Rights Agent may, but under this Agreement shall not be obligated to, enter into any effective without the execution of such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementby the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateCompany Voting Stock.

Supplements and Amendments. At any time prior Prior to the Distribution Date and -------------------------- subject to the last penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (includingAgreement, including without limitationlimitation to modify or amend the definition of Acquiring Person set forth in Section 1(a) hereof, to change the date upon which Purchase Price set forth in Section 4(a) and Section 7(b) hereof, and to extend the Distribution Date shall occurFinal Expiration Date, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of certificates representing Common Shares and without the approval of any holders of Rights or holders of certificates representing Rights. From and after the Distribution Date and subject to applicable lawthe penultimate sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (ia) to cure any ambiguity or herein, (b) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, or (iic) to make otherwise change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has Rights Certificates evidencing Rights that shall have become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentSection 7(e)). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rightslowers the thresholds for an Acquiring Person or Adverse Person to less than the greater of (i) the sum of .001% and the largest percentage of outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, dutiesany Subsidiary of the Company, obligationsor any Person organized, liabilities appointed or immunities under this Agreementestablished by the Company and holding Common Shares for or pursuant to the terms of any such plan, or, prior to or on the Spin-Off Distribution Date, Bio-Vascular) or (ii) 10% of the outstanding Common Shares; which extends the period during which Rights may be redeemed unless at the time of the amendment, no Person has become an Acquiring Person or designated an Adverse Person or a majority of the Board of Directors are Continuing Directors; or which changes the Redemption Price or the number of Preferred Share Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of the Rightscertificates representing Common Shares. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence ; provided, from and after the Distribution Date. Without limiting , this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this sentence unless such lengthening is for the foregoingpurpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment amendment, is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding any other provision hereof, however, that the Rights Agent mayAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 26 which alters the Rights Agent's rights or duties. Notwithstanding anything contained herein to the contrary, but shall this Agreement may not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreementamended at a time when the Rights are not redeemable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateShares.

Supplements and Amendments. At any time prior Prior to the Distribution Date and subject to the last sentence of this Section 27Date, the Company may by action supplement or amend this Agreement in any respect without the approval of its Board any holders of Directors, Rights and the Rights Agent shall shall, if the Company so directs, execute such supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rightsamendment. From and after the Distribution Date and subject to applicable lawDate, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity or to ambiguity, (ii) correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision provisions herein, (iii) shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of this Agreement or an event set forth in clauses (i) and (ii) of the proviso to make Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder which manner that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Affiliate or Associate of an Acquiring Person). Any supplement ; provided, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement lengthening is for the purpose of protecting, enhancing or amendment could have been adopted under clarifying the preceding sentence from and after rights of, and/or the Distribution Date. Without limiting the foregoingbenefits to, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition holders of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentRights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares. Notwithstanding any other provision hereof, the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no Rights Agent’s consent must be obtained regarding any amendment or supplement or amendment pursuant to this Agreement Section 27 which alters the Rights Agent’s rights or duties, which consent shall not be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Dateunreasonably withheld.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement herein, or (ii) to make any other provisions in regard with respect to matters or questions arising hereunder the Rights which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights and further provided that the Rights or Right Certificates (other than an Acquiring Person or Agent shall not be obligated to enter into any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under that would change or increase the preceding sentence from and after duties, liabilities or obligations of the Rights Agent hereunder. Prior to the Distribution Date, the interest of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Without limiting the foregoing, the Company may at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to a percentage that (subject to exceptions for specified Persons or groups excepted from the definition of "Acquiring Person in Section 1 hereof and in Section 3(bPerson") hereof to is not less than the greater of (i) the sum of 0.001 percent .001% and the largest percentage of the outstanding shares of Common Shares Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person organized, appointed or any entity holding Common Shares of established by the Company for or pursuant to the terms of any such planplan or, to the extent excepted from the definition of "Acquiring Person", other specified Persons or groups) and (ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date10.0%.

Supplements and Amendments. At any time prior to the Distribution Date and subject to the last sentence of this Section 27, the The Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders holder of Right Certificates Rights, subject to the other terms and conditions of this Agreement, in order (i) to cure any ambiguity or ambiguity, to correct or supplement any provision contained in this Agreement which herein that may be defective or inconsistent with any other provision of this Agreement or (ii) provisions herein, to make shorten or lengthen any time period hereunder or to make, amend or delete any other provisions in regard with respect to matters or questions arising hereunder which the Rights that the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution DateRights. Without limiting the foregoing, the Company may may, at any time prior to the Distribution Date such time as any Person becomes an Acquiring Person, amend this Agreement to (A) make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, or (B) lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof 1(a) and in Section 3(b3(a) hereof to not less than 10% or more of the shares of Common Stock then outstanding (the “Reduced Threshold”); provided, however, that no Person who Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such Amendment unless such Person, after the public announcement of the Reduced Threshold, purchases one or more additional shares of Common Stock such that its Beneficial Ownership of the then outstanding shares of Common Stock is equal to or greater than the greater of (ix) the sum Reduced Threshold or (y) the lowest Beneficial Ownership of 0.001 percent and the largest such Person as a percentage of the shares of Common Stock outstanding Common Shares then known by as of any date on or after the Company to be beneficially owned by any Person (other than the Company, any Subsidiary date of the Company, any employee benefit plan public announcement of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentReduced Threshold. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which that affects its the Rights Agent’s own rights, duties, obligations, liabilities obligations or immunities under this Agreement. Prior to the Distribution DateTime, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration DateStock.

Supplements and Amendments. At any time prior to For so long as the Distribution Date Rights are then redeemable and subject to the last penultimate sentence of this Section 2726, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holder holders of shares of Common Stock; provided, however, that the Board may not extend the Final Expiration Date without the approval by stockholders of the RightsCompany by a vote of the majority of the shares present and entitled to vote at a meeting duly called and held to consider such matter. From and after At any time when the Distribution Date Rights are not then redeemable and subject to applicable lawthe penultimate sentence of this Section 26, the Company may by action of its Board of Directors, and the Rights Agent shall shall, if the Company Board so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provision contained in this Agreement herein which may be defective or inconsistent with any other provision of this Agreement provisions herein, (iii) to shorten or lengthen any time period hereunder or (iiiv) to make change or supplement the provisions hereunder in any other provisions in regard to matters or questions arising hereunder manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person). Any supplement ; provided, that this Agreement may not be supplemented or amendment adopted during amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time period after any Person has become unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, or the benefits to, the holders of Rights (other than an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition an Associate or Affiliate of an Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and (ii) 10 percentPerson). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding anything contained in this Agreement to the contrary, however, that the Rights Agent may, but shall not be obligated to, enter into any such no supplement or amendment shall be made which affects its own rights, duties, obligations, liabilities or immunities under this Agreementchanges the redemption price of the Rights. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares Stock of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.