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

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one-hundredths of a share of Common Stock (or, following a Triggering Event, other securities, cash or other securities or propertyassets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., Alexander City, Alabama time, on October 25, 2009, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 (as it may be extended by the Board of Directors, the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), Section 23 and Section 12(a24(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or following the occurrence of a Triggering Event, Common Stock, other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on January 31, 2015 (such time and date, as it may be extended by the close of business on November 4Board, 2005 (the "“Final Expiration Date"”), or (ii) the time at which all of the Rights are redeemed or exchanged as provided in Section 23 hereof or Section 24 hereof, respectively (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4March 21, 2005 2006 unless otherwise extended (the "Final Expiration Date"), ) or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business 5:00 P.M., Racine time, on November 4June 30, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business 5:00 P.M., New York City time, on November 4December 11, 2005 2017 (the "“Final Expiration Date"), ”) or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November August 4, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and 11(a)(iii),and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 410, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 410, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on December 20, 2009, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 as it may be extended by the Board of Directors, the (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Special Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4February 9, 2005 2012, (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a) 23 hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities shares, securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Redemption Date").) or

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths (1/100) of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4October 22, 2005 2014, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the "Board of Directors, the “Final Expiration Date"”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4June 10, 2005 1998 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or Date and (ii) the time at which the all outstanding Rights are redeemed exchanged as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date")24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one-one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date")Date or, or if earlier, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one four-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then Table of Contents exercisable, at or prior to the earlier earliest of (i) the close of business on November 4April 14, 2005 2008 (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of “Redemption Date”), or (iiii) and (ii) being herein referred to the time at which such Rights are exchanged as the "Expiration Date")provided in Section 24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4January 31, 2005 2006, (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or Common Stock or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date", (ii) any expiration of the Rights pursuant to Section 13(d), or (iiiii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date")Date or, or if earlier, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability exerciseability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a24(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4March 7, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form Form of election Election to purchase Purchase and the certificate Certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4March 12, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 41, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and hereof, at any time after the last sentence of Section 23(a) hereofDistribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on March 16, 2008, or such later date as may be established by the close Board prior to the expiration of business on November 4the Rights (such date, 2005 as it may be extended by the Board (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or Date and (ii) the time at which the all outstanding Rights are redeemed exchanged as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date")24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights CertificateCertificates, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (preferred stock, or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4April 27, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section Sections 3(a), 9(c), Section 11(a)(iii), 22(a) and Section 12(a23(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office or offices of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price with respect to for the total number of one one-thousandths of a share of Junior Preferred Stock (or shares of Common Stock (Stock, other securities, cash or other securities or propertyassets, as the case may be) as to which such surrendered the Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4July 2, 2005 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are exchanged as provided in Section 23 or (iiiii) the time at which the Rights are redeemed as provided in Section 23 hereof 22 (the earlier of (i) and (ii) such earliest date being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4October 3, 2005 2007, (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”). Notwithstanding the foregoing and Section 26 of this Agreement, the Final Expiration Date shall be extended to October 3, 2016 upon approval of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4October 31, 2005 1998 (the "'Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "'Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to each surrendered Right for the total number of shares of Common Stock (or other securities or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 414, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and or (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4September 14, 2005 2009 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandth of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date")Date or, or if earlier, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a1) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 p.m., New York City time, on February 22, 2012, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 as it may be extended by the Board, the (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4April 1, 2005 2006 (the "Final Expiration Date"), ) or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one- thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business 5:00 P.M., New York City time, on November 42, 2005 2020, or such later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the "Board, the (“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one ten-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4August 27, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4February 25, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one two-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business 5:00 P.M., Boston time, on November 428, 2005 2008, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the ("Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided provid- ed herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse re- verse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4January 31, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which the Rights are ex- changed pursuant to Section 24 hereof (the earlier earliest of (i), (ii) and (iiiii) being herein referred to herein as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 418, 2005 2013 (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or Common Stock, other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4February 10, 2005 2009 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one two-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4September 11, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section Sections 23 and 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to each surrendered Right for the total number of shares of Common Stock (or other securities or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4March 25, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and or (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(a) and Section 12(a) 24 hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one thousandth of Common a share of the Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4August 5, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section Sections 9(c), Section 11(a)(iii11(a)(iv) and Section 12(a) hereof) 23(a)), in whole or in part part, at any time after later of (i) the Distribution Date and (ii) the date upon which the Rights are no longer redeemable, upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate exercise on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number for each one one-hundredths of shares of Common Stock a share (or other securities or property, as the case may be) as to which the Rights evidenced by such surrendered Rights Right Certificate are then exercisableexercised, at or prior to the earlier of (i) the close Close of business Business on November 4July 6, 2005 2002 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the such earlier of the times provided in clauses (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one two- hundredths of a share of Preferred Stock (or shares of Common Stock (Stock, other securities, cash or other securities or propertyassets, as the case may be) as to which such surrendered Rights are then exercisable, exercisable at or prior to the earlier earliest of (i) the close of business on November January 4, 2005 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are exchanged as provided in Section 24 hereof, or (iiiii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) earliest date being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein includingherein, without limitation, including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares 1/1000th of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), Date or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one ten-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4April 11, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4June 25, 2005 2000 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date")) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or Common Shares of the Company, other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or exchanged as provided in Section 29 hereof or (iii) the time at which the Rights expire pursuant to Section 13(d) hereof (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(a) and Section 12(a) 24 hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one six-hundredths of Common a share of Preferred Stock (or other securities securities, cash or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4August 31, 2005 2014 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid by the holder under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on [—]2, 2014, or such earlier or later date as may be established by the close Board prior to the expiration of business on November 4the Rights (such date, 2005 as it may be advanced or extended (in accordance with the "terms of the Settlement) by the Board, the “Final Expiration Date"”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close Close of business Business on November 4March 31, 2005 2010 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which such Rights are exchanged pursuant to Section 24 hereof (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Expiration Date"). Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable prior to the Distribution Date.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4January 15, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredth of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4July 20, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisableexercisable and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), Date or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on June 14, 2011, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 as it may be extended by the Board, the (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities or property, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earlier of (i) the close of business on November 4March 7, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), Date or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein in this Agreement including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities shares, securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4July 6, 2005 2017 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to in this Agreement as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Sections 23(a) and Section 12(a24(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to before the earlier earliest of (i) the close of business on November 4May 14, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earlier of (i), (ii) and (iiiii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(a) and Section 12(a) 24 hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one thousandth of Common a share of the Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one two-hundredths of Common a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other securities or propertyassets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Rights Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(a) and Section 12(a) 24 hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one thousandth of Common a share of the Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4February 21, 2005 2007, (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein in this Agreement including, without limitation, the restrictions on exercisability set forth in Section SECTION 7(e), SECTION 7(f), SECTION 9(c), Section SECTION 11(a)(iii) ), and Section 12(a) hereofSECTION 35) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof of the Rights Certificate duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash, or other property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4, 2005 the tenth anniversary of the Record Date) (the "Final Expiration Date"), or and (ii) the time at which the Rights are redeemed as provided in Section SECTION 23 hereof (the earlier of the times referred to in CLAUSES (i) and (ii) being herein referred to as the "Expiration Date")).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4January 31, 2005 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c9(b), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form Form of election Election to purchase Purchase and the certificate Certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close Close of business Business on November 4June 19, 2005 2000 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iiill(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares four-hundredths of Common a share of Preferred Stock (or Common Stock or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4December 21, 2005 1998 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the ("Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) A. Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one two-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4May 5, 2005 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preference Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4April 15, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash, or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4February 20, 2005 2009 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities or property, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earlier of (i) the close of business on November 4June 15, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced represented thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or with respect to other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on March 28, 2015, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 as it may be extended by the Board, the (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4September 20, 2005 2005, (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York, New York time, on October 18, 2011, or such later date as may be established by the close Board of business on November 4Directors prior to the expiration of the Rights (such date, 2005 (as it may be extended by the "Board of Directors, the “Final Expiration Date"”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").in

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein includingherein, including without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof (the earlier of (i), (ii) and (iiiii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a Preferred Share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4August 5, 2005 2007 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii11(a) (iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent Agents at the principal office or offices offices, of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4August __, 2005 2010 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section Sections 23 and 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii11(a) (iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandth of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to to, the earlier of (i) the close of business on November 4August 24, 2005 2015 (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or such number or amount of other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or exchanged as provided in Section 29 hereof or (iii) the time at which the Rights expire pursuant to Section 13(d) hereof (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "“Expiration Date"”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-thousandths of Common a share of Special Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4January 25, 2005 2006, (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the close of business on November 4January 14, 2005 2007 (the "Final Expiration Date"), ) or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(a) and Section 12(a24(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredth of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest to occur of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or the time at which the Rights are exchanged as provided in Section 24 hereof or (iii) the expiration of the Rights pursuant to Section 13(d) (the earlier earliest to occur of the events described in clauses (i), (ii) and (iiiii) of this paragraph (a) herein being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 425, 2005 2006 (the "Final Expiration Date"), ) or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein in this Agreement including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities shares, securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4June 15, 2005 2012 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to in this Agreement as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced represented thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common a share of Preferred Stock (or with respect to other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., California time, on July 18, 2015, or such later date as may be established by the close Board prior to the expiration of business on November 4the Rights (such date, 2005 (as it may be extended by the Board, the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares Units of Common Preferred Stock (or Common Stock, other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or and prior to the earlier of (i) the close of business on November 4, 2005 (the "Final Expiration Date"), Date or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and the last sentence of Section 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii11(a) (iii) and Section 12(a23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent Agents at the principal office or offices offices, of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares one one-hundredths of Common Stock a share (or other securities securities, cash or propertyother assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on November 4September 27, 2005 2010 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section Sections 23 and 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").