Common use of Certain Appointments Clause in Contracts

Certain Appointments. The Board of Directors of Parent shall take such action as is necessary so that as of the Effective Time it has 15 members, 9 of whom are persons designated by the Board of Directors of Parent prior to the Effective Time (no more than one such person being an insider of Parent) (the "Parent Designees") and 6 of whom are persons designated by the Board of Directors of the Company prior to the Effective Time (no more than one such person being an insider of the Company and no more than one such person being a Major Company Stockholder) ("Company Designees"). If any Company Designee or Parent Designee is over the age of 68 at the Effective Time, Parent shall waive any age limitation applicable to members of the Board of Directors, with respect to such Company Designee or Parent Designee, as applicable. After the Effective Time, Parent will not discriminate between Company Designees and Parent Designees in making any determination with respect to the waiver of the age limitation applicable to members of the Board of Directors, it being understood that such determinations are made on a case-by-case basis and it being further understood that Parent waives such age limitation for Seli▇ ▇. ▇▇▇▇▇▇. ▇▇twithstanding anything set forth in this Section 6.11, Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll be nominated by the Parent's Board of Directors (or nominating committee or other committee performing similar functions) for election to serve as a director of Parent for so long as Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ members of his immediate family and trusts therefor own at least 5% of the then outstanding shares of the Parent Common Stock; provided, however, that, in the event the Alternative Merger is consummated, and so long as Depositary Shares or shares of Parent Preferred Stock remain outstanding, then, solely for purposes of determining whether Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ members of his immediate family and trusts therefor continue to own at least 5% of the then outstanding shares of Parent Common Stock, each Depositary Share shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $100 by (y) the Implied Price and each share of Parent Preferred Stock not represented by Depositary Shares shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $5,000 by (y) the Implied Price. As of and from the Effective Time through December 31, 2000, Rona▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇ll be the Non-Executive Chairman of the Parent's Board of Directors and thereupon the Parent's Board of Directors shall appoint Will▇▇▇ ▇. ▇▇▇▇ ▇▇▇irman of the Parent's Board of Directors to replace Rona▇▇ ▇.

Certain Appointments. The Board of Directors of Parent shall take such action as is necessary so that as of the Effective Time it has 15 members, 9 of whom are persons designated by the Board of Directors of Parent prior to the Effective Time (no more than one such person being an insider of Parent) (the "Parent Designees") and 6 of whom are persons designated by the Board of Directors of the Company prior to the Effective Time (no more than one such person being an insider of the Company and no more than -55- 65 one such person being a Major Company Stockholder) ("Company Designees"). If any Company Designee or Parent Designee is over the age of 68 at the Effective Time, Parent shall waive any age limitation applicable to members of the Board of Directors, with respect to such Company Designee or Parent Designee, as applicable. After the Effective Time, Parent will not discriminate between Company Designees and Parent Designees in making any determination with respect to the waiver of the age limitation applicable to members of the Board of Directors, it being understood that such determinations are made on a case-by-case basis and it being further understood that Parent waives such age limitation for Seli▇ ▇. ▇▇▇▇▇▇. ▇▇twithstanding anything set forth in this Section 6.11, Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll be nominated by the Parent's Board of Directors (or nominating committee or other committee performing similar functions) for election to serve as a director of Parent for so long as Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ members of his immediate family and trusts therefor own at least 5% of the then outstanding shares of the Parent Common Stock; provided, however, that, in the event the Alternative Merger is consummated, and so long as Depositary Shares or shares of Parent Preferred Stock remain outstanding, then, solely for purposes of determining whether Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ members of his immediate family and trusts therefor continue to own at least 5% of the then outstanding shares of Parent Common Stock, each Depositary Share shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $100 by (y) the Implied Price and each share of Parent Preferred Stock not represented by Depositary Shares shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $5,000 by (y) the Implied Price. As of and from the Effective Time through December 31, 2000, Rona▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇ll be the Non-Executive Chairman of the Parent's Board of Directors and thereupon the Parent's Board of Directors shall appoint Will▇▇▇ ▇. ▇▇▇▇ ▇▇▇irman of the Parent's Board of Directors to replace Rona▇▇ ▇. ▇▇▇▇▇, ▇▇.

Certain Appointments. The Board of Directors of Parent shall take such action as is necessary so that as of the Effective Time it has 15 members, 9 of whom are persons designated by the Board of Directors of Parent prior to the Effective Time (no more than one such person being an insider of Parent) (the "Parent DesigneesPARENT DESIGNEES") and 6 of whom are persons designated by the Board of Directors of the Company prior to the Effective Time (no more than one such person being an insider of the Company and no more than one such person being a Major Company Stockholder) ("Company DesigneesCOMPANY DESIGNEES"). If any Company Designee or Parent Designee is over the age of 68 at the Effective Time, Parent shall waive any age limitation applicable to members of the Board of Directors, with respect to such Company Designee or Parent Designee, as applicable. After the Effective Time, Parent will not discriminate between Company Designees and Parent Designees in making any determination with respect to the waiver of the age limitation applicable to members of the Board of Directors, it being understood that such determinations are made on a case-by-case basis and it being further understood that Parent waives such age limitation for Seli▇ ▇Selim K. Zilkha. ▇▇▇▇▇▇. ▇▇twithstanding Notwithstanding anything set forth in this Section 6.116.▇▇, Seli▇ ▇. ▇▇▇▇▇▇ ▇. ▇▇ll lkha shall be nominated by the Parent's Board of Directors (or nominating ▇▇ ▇▇▇▇▇▇▇▇▇▇ committee or other committee performing similar functions) for election to serve as a director of Parent for so long as Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Selim K. Zilkha and members of his immediate family and trusts therefor own at least therefo▇ ▇▇▇ ▇▇ ▇▇▇▇▇ 5% of the then outstanding shares of the -55- Parent Common Stock; provided, however, that, in the event the Alternative Merger is consummated, and so long as Depositary Shares or shares of Parent Preferred Stock remain outstanding, then, solely for purposes of determining whether Seli▇ ▇. ▇▇▇▇▇▇ ▇▇▇ members of his immediate family and trusts therefor continue to own at least 5% of the then outstanding shares of Parent Common Stock, each Depositary Share shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $100 by (y) the Implied Price and each share of Parent Preferred Stock not represented by Depositary Shares shall be deemed to constitute a number of shares of Parent Common Stock equal to the result obtained by dividing (x) $5,000 by (y) the Implied Price. As of and from the Effective Time through December 31, 2000, RonaD▇▇▇▇▇▇▇ ▇. ▇, ▇▇▇▇, ▇▇. ▇▇▇ll onald L. Kuehn, Jr. shall be the Non-Executive Chairman of the Parent's Board of Directors '▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇s and thereupon the Parent's Board of Directors shall appoint Will▇▇▇ ▇. ▇▇▇▇ ▇▇▇irman William A. Wise Chairman of the Parent's Board of Directors to replace Rona▇▇▇▇▇▇ ▇.. ▇▇▇▇n, Jr.