Common use of Possible Adjustment Clause in Contracts

Possible Adjustment. By the Company, if the Company Board so determines by a vote of a majority of the members of the entire Company Board, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 and the Starting Price; and (A) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (such number, the "Index Ratio"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f), it shall give prompt written notice to the Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-day period commencing with its receipt of such notice, the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur pursuant to this Section 8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f).

Possible Adjustment. By the Company, if the Company Board so determines by a the vote of a majority of all of its members, by giving written notice to Parent not later than the members end of the entire Company Board, at any time during the five-day period commencing with second Business Day next following the Determination Date, if in the event that both of the following conditions are satisfied: (i) The the Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than 80% of the product of 0.80 and the Starting Signing Closing Price; and (ii) (A) The the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Signing Closing Price (such number, the "Acquiror “Parent Ratio"”) shall be is less than (B) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and subtracting 0.20 from then multiplying the quotient in this Section 8(f)(ii)(Bclause (ii)(B) by .80 (such number, the "“Index Ratio"”); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f9.01(h), it shall give prompt written notice to the Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day periodParent. During the five-day Business-Day period commencing with its receipt of such notice, Parent may, at its option (the Acquiror shall have “Fill Option”), offer to adjust the option of adjusting the Exchange Ratio Per Share Stock Consideration to the lesser of (i) a number level equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, the Starting Price and the Exchange Ratio Per Share Stock Consideration (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied . If Parent makes an election contemplated by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio preceding sentence within such five-day Business-Day period, it shall give prompt written notice to the Company of its determination such election and the revised Exchange Ratioadjusted Per Share Stock Consideration, whereupon no termination shall occur be deemed to have occurred pursuant to this Section 8.01(f9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio Per Share Stock Consideration shall have been so modifiedadjusted), and any references in this Agreement to the "Exchange Ratio" “Per Share Stock Consideration” shall thereafter be deemed to refer to the Exchange Ratio Per Share Stock Consideration as adjusted pursuant to this Section 8.01(f9.01(h). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the CompanyMeridian, if the Company its Board of Directors so determines by a vote of a majority of the members of the its entire Company Board, at any time during the fiveten-day period commencing with two days after the Determination Date, if either (x) both of the following conditions are satisfied: (i1) The the Average Closing Price on the Determination Date of shares of Acquiror CoreStates Common Stock shall be less than the product of 0.80 and the Starting Price$32.725; and (A2) The (i) the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price $38.50 (such number, number being referred to herein as the "Acquiror CoreStates Ratio") shall be less than (Bii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 0.15 from the quotient in this Section 8(f)(ii)(Bclause (x)(2)(ii) (such number, number being referred to herein as the "Index Ratio"); or (y) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than the product of 0.75 and the Starting Price; subject, however, to the following four sentences. If the Company Meridian elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the AcquirorCoreStates which notice shall specify which of clauses (x) or (y) is applicable (or if both would be applicable, which clause is being invoked); provided that such notice of election to terminate may be withdrawn at any time within the aforementioned fiveten-day period. During the five-day period commencing with its receipt of such notice, the Acquiror CoreStates shall have the option in the case of a failure to satisfy the condition in clause (x), of adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price $32.725 and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror CoreStates Ratio. If During such five-day period, CoreStates shall have the Acquiror determines so option, in the case of a failure to satisfy the condition in clause (y), to elect to increase the Exchange Ratio to equal a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.75, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price. If CoreStates makes an election contemplated by either of the two preceding sentences, within such five-day period, it shall give prompt written notice to the Company Meridian of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f7.01(D) and this Agreement Plan shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f7.01(D).. For purposes of this Section 7.01(D), the following terms shall have the meanings indicated:

Possible Adjustment. By the Company, if the Company Board so determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the fivethree-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i1) The the Average Closing Share Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 82.5% of 0.80 and the Starting Price; and (A2) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (Bi) the number obtained by dividing the Average Share Price by the Starting Price (such number being referred to herein as the “Parent Ratio”) shall be less than (ii) the number obtained by dividing the Average Index Price on the Determination Date by the Starting Index Price on the Starting Date and subtracting 0.20 0.175 from the such quotient in this Section 8(f)(ii)(B) (such number, number being referred to herein as the "“Index Ratio"”); subject, however, to the following four three sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; Parent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned fivethree-day period). During the fivethree-day period commencing with its receipt of such notice, the Acquiror Parent shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a the quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is ) determined by dividing the product of 0.80, the Starting Price Price, 0.825 and the Exchange Ratio (as then in effect) and the denominator of which is by the Average Closing Price, Share Price and (ii) a number equal to a the quotient (rounded to the nearest oneone ten-thousandth), ) determined by dividing the numerator product of which is the Index Ratio multiplied by and the Exchange Ratio (as then in effect) and by the denominator of which is the Acquiror Parent Ratio. If Parent makes an election contemplated by the Acquiror determines so to increase the Exchange Ratio preceding sentence within such fivethree-day period, it shall give prompt written notice to the Company of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f8.01(i) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "“Exchange Ratio" ” shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(i). In the event of an adjustment to the Exchange Ratio pursuant to this Section 8.01(i), the Stock/Cash Exchange Ratio shall be adjusted in the same manner as the Exchange Ratio. For purposes of this Section 8.01(i), the following terms shall have the meaning ascribed to them below.

Possible Adjustment. By the CompanyMeridian, if the Company its Board of Directors so ------------------- determines by a vote of a majority of the members of the its entire Company Board, at any time during the fiveten-day period commencing with two days after the Determination Date, if either (x) both of the following conditions are satisfied: (i1) The the Average Closing Price on the Determination Date of shares of Acquiror CoreStates Common Stock shall be less than the product of 0.80 and the Starting Price$32.725; and (A2) The (i) the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price $38.50 (such number, number being referred to herein as the "Acquiror CoreStates Ratio") shall be less than (Bii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 0.15 from the quotient in this Section 8(f)(ii)(Bclause (x)(2)(ii) (such number, number being referred to herein as the "Index Ratio"); or (y) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than the product of 0.75 and the Starting Price; subject, however, to the following four sentences. If the Company Meridian elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the AcquirorCoreStates which notice shall specify which of clauses (x) or (y) is applicable (or if both would be applicable, which clause is being invoked); provided that such notice of election to terminate may be withdrawn at any time within the aforementioned fiveten-day period. During the five-day period commencing with its receipt of such notice, the Acquiror CoreStates shall have the option in the case of a failure to satisfy the condition in clause (x), of adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price $32.725 and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror CoreStates Ratio. If During such five-day period, CoreStates shall have the Acquiror determines so option, in the case of a failure to satisfy the condition in clause (y), to elect to increase the Exchange Ratio to equal a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.75, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price. If CoreStates makes an election contemplated by either of the two preceding sentences, within such five-day period, it shall give prompt written notice to the Company Meridian of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f7.01(D) and this Agreement Plan shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f7.01(D).. For purposes of this Section 7.01(D), the following terms shall have the meanings indicated:

Possible Adjustment. By the CompanyHawthorne, if the Company Hawthorne Board so determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Parent Closing Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 80.0% of 0.80 and the Starting Price; and (Aii) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (Bx) the number obtained by dividing the Parent Closing Average by the Starting Price (such number being referred to herein as the “Parent Ratio”) shall be less than (y) the number obtained by dividing the Peer Group Index Price on the Determination Date by the Peer Group Starting Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (such number, number being referred to herein as the "“Index Ratio")”) by more than 0.20; subject, however, to the following four three sentences. If the Company Hawthorne elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; Parent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, the Acquiror Parent shall have the option of increasing the consideration to be received by the holders of Hawthorne Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of the Starting Price, 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing PriceAverage, and (ii) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the Acquiror RatioParent Closing Average. If Parent makes an election contemplated by the Acquiror determines so to increase the Exchange Ratio preceding sentence within such five-day period, it shall give prompt written notice to the Company Hawthorne of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f8.01(k) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "“Exchange Ratio" ” shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(k).

Possible Adjustment. By the Company, if the Company Board so -------------------- determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the fivethree-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i1) The the Average Closing Share Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 80.0% of 0.80 and the Starting PricePrice (as the same may be adjusted to reflect any Capital Change); and (Ai) The the number obtained by dividing the Average Closing Share Price on the Determination Date by the Starting Price (such number, number being referred to herein as the "Acquiror Parent Ratio") shall be less than (Bii) the number obtained by dividing the Nasdaq Bank Average Index Price on the Determination Date by the Nasdaq Bank Starting Index Price on the Starting Date and subtracting 0.20 from multiplying the quotient in this Section 8(f)(ii)(B) clause by 0.80 (such number, number being referred to herein as the "Index Ratio"); subject, however, to the following four three sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; Parent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned fivethree-day period). During the fivetwo-day period commencing with its receipt of such notice, the Acquiror Parent shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of the Starting Price, 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Share Price, and (ii) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur pursuant to this Section 8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f).Parent 55

Possible Adjustment. By the Company, if the Company Board so determines by a vote of a majority of the members of the entire Company Board, NSD at any time during the fivetwo-day period commencing with following the Determination Date, if both of the following conditions (1) and (2) are satisfied: (i1) The the Average Closing Price on determined as of the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 0.800 and the Starting Price; and (A2) The the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (Price, such number, number being referred to herein as the "Acquiror Parent Ratio") , shall be less than (B) the number obtained by dividing the Index Closing Price on the Determination Date by the Starting Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (Price, such number, number being referred to herein as the "Index Ratio"), and subtracting 0.200 from such quotient; subjectprovided, however, to the following four sentences. If the Company that if NSD elects to exercise its such termination right pursuant to this Section 8.01(f)right, it shall give prompt written notice to the Acquiror; Parent, and further provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period. During Notwithstanding the five-day period commencing with its foregoing, if within two business days after the date of receipt of such noticenotice from NSD, the Acquiror shall have the option of adjusting Parent notifies NSD in writing that Parent will increase the Exchange Ratio to the lesser of (iA) a number equal to a quotient (rounded to the nearest one-thousandth)quotient, the numerator of which is the product of 0.80(x) 0.800, (y) the Starting Price and (z) the Exchange Ratio, and the denominator of which is the Average Closing Price or (B) if the Index Ratio is less than 1.0, a number equal to a quotient, the numerator of which is the product of (w) the Index Ratio, (x) 0.800, (y) the Starting Price and (z) the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) shall be so adjusted and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(h).

Possible Adjustment. By the CompanyCalnet, if the Company Calnet Board so determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The CCBI Closing Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 80.0% of 0.80 and the Starting Price; and (Aii) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (Bx) the number obtained by dividing the CCBI Closing Average by the Starting Price (such number being referred to herein as the “CCBI Ratio”) shall be less than (y) the number obtained by dividing the Peer Group Index Price on the Determination Date by the Peer Group Starting Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (such number, number being referred to herein as the "“Index Ratio")”) by more than 0.20; subject, however, to the following four three sentences. If the Company Calnet elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; CCBI (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, the Acquiror CCBI shall have the option of increasing the consideration to be received by the holders of Calnet Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of the Starting Price, 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average CCBI Closing PriceAverage, and (ii) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the Acquiror RatioCCBI Closing Average. If CCBI makes an election contemplated by the Acquiror determines so to increase the Exchange Ratio preceding sentence within such five-day period, it shall give prompt written notice to the Company Calnet of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f8.01(j) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "“Exchange Ratio" ” shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(j).

Possible Adjustment. By the CompanyFFB, if the Company its Board of Directors so determines by a vote of a majority of the members of the its entire Company Board, at any time during the fiveten-day period commencing with two days after the Determination Date, if either (x) both of the following conditions are satisfied: (i1) The the Average Closing Price on the Determination Date of shares of Acquiror FUNC Common Stock shall be less than the product of 0.80 and the Starting Price$40.48; and (A2) The (i) the number obtained by dividing the Average Closing Price on the such Determination Date by the Starting Price $47.625 (such number, number being referred to herein as the "Acquiror FUNC Ratio") shall be less than (Bii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 0.15 from the quotient in this Section 8(f)(ii)(Bclause (x) (2) (ii) (such number, number being referred to herein as the "Index Ratio"); or (y) the Average Closing Price on the Determination Date of shares of FUNC Common Stock shall be less than the product of 0.75 and the Starting Price; subject, however, to the following four sentences. If the Company FFB elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the AcquirorFUNC which notice shall specify which of clauses (x) or (y) is applicable (or if both would applicable, which clause is being invoked); provided that such notice of election to terminate may be withdrawn at any time within the aforementioned fiveten-day period. During the five-day period commencing with its receipt of such notice, the Acquiror FUNC shall have the option in the case of a failure to satisfy the condition in clause (x), of adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price $40.48 and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror FUNC Ratio. If During such five-day period, FUNC shall have the Acquiror determines so option, in the case of a failure to satisfy the condition in clause (y), to elect to increase the Exchange Ratio to equal a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.75, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price. If FUNC makes an election contemplated by either of the two preceding sentences, within such five-day period, it shall give prompt written notice to the Company of its determination FFB to such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f7.01 (E) and this Agreement Plan shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f7.01 (E).. For purposes of this Section 7.01 (E), the following terms shall have the meanings indicated:

Possible Adjustment. By the Company, if the Company Board so determines by a vote of a majority of the members of the entire Company Board, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 and the Starting Price; and (A) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B8(g)(ii)(B) (such number, the "Index Ratio"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f8.01(g), it shall give prompt written notice to the Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-day period commencing with its receipt of such notice, the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur pursuant to this Section 8.01(f8.01(g) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(g). If the Acquiror or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Starting Date and the Determination Date, the prices for the common stock of the Acquiror or such company shall be appropriately adjusted for the purposes of applying this Section 8.01(g).

Possible Adjustment. By the CompanyHawthorne, if the Company Hawthorne Board so determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Parent Closing Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 80.0% of 0.80 and the Starting Price; and (Aii) The (x) the number obtained by dividing the Parent Closing Average Closing Price on the Determination Date by the Starting Price (such number, number being referred to herein as the "Acquiror Parent Ratio") shall be less than (By) the number obtained by dividing the Peer Group Index Price on the Determination Date by the Peer Group Starting Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (such number, number being referred to herein as the "Index Ratio")) by more than 0.20; subject, however, to the following four three sentences. If the Company Hawthorne elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; Parent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, the Acquiror Parent shall have the option of increasing the consideration to be received by the holders of Hawthorne Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of the Starting Price, 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing PriceAverage, and (ii) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the Acquiror RatioParent Closing Average. If Parent makes an election contemplated by the Acquiror determines so to increase the Exchange Ratio preceding sentence within such five-day period, it shall give prompt written notice to the Company Hawthorne of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f8.01(k) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(k).

Possible Adjustment. By the Company, if the Company Board so determines by a the vote of a majority of the members all of the entire Company Boardits members, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i1) The Parent Closing Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product 82.5% of 0.80 and the Starting Price; and (A2) The (i) the number obtained by dividing the Parent Closing Average Closing Price on the Determination Date by the Starting Price (such number, number being referred to herein as the "Acquiror Parent Ratio") shall be less than (Bii) the number obtained by dividing the Nasdaq Bank Average Index Price on the Determination Date by the Nasdaq Bank Starting Index Price on the Starting Date and subtracting 0.20 from multiplying the quotient in this Section 8(f)(ii)(B) clause by 0.825 (such number, number being referred to herein as the "Index Ratio"); subject, however, to the following four three sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice to the Acquiror; Parent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, the Acquiror Parent shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the product of 0.80, the Starting Price Price, 0.825, and the Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing PriceAverage, and (ii) a number equal to a quotient (rounded to the nearest oneone ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Parent Ratio. If Parent makes an election contemplated by the Acquiror determines so to increase the Exchange Ratio preceding sentence within such five-day period, it shall give prompt written notice to the Company of its determination such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f).

Possible Adjustment. By the CompanySt. Paul, if the Company ▇▇ its Board of Directors so determines by a vote of a majority of the members of the its entire Company Board, at any time during the fiveten-day period commencing with two days after the Determination DateDate (or such shorter period of time from the Determination Date to the Effective Date as contemplated by Section 2.03(i)), if both of the following conditions are satisfied: (i) The the Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 0.825 and the Starting Price; and (ii) (A) The the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, number being referred to herein as the "Acquiror COFI Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 0.175 from the quotient in this Section 8(f)(ii)(Bclause (ii)(B) (such number, number being referred to herein as the "Index Ratio"); subject, however, to the following four three sentences. If the Company elects St. Paul ▇▇▇cts to exercise its termination right pursuant to this Section 8.01(f)the immediately preceding sentence, it shall give prompt written notice thereof to the AcquirorCOFI; provided provided, that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day above stated period. During the five-day period commencing with its receipt of such notice, the Acquiror COFI shall have the option of adjusting the Exchange Ratio to equal the lesser of (ix) a number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the product of 0.800.825, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (iiy) a number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror COFI Ratio. If the Acquiror determines COFI so to increase the Exchange Ratio elects, within such five-day period, it shall give prompt written notice to the Company of its determination St. Paul ▇▇ such election and the revised Exchange Ratio, whereupon no termination shall occur have occurred pursuant to this Section 8.01(f) and this Agreement shall remain in full force and effect in accordance with its terms (except as the Exchange Ratio shall have been so modified)modified and except that the Effective Date shall occur on the later of the Effective Date as determined pursuant to Section 2.03(i) or (ii) or on the fifth business day after COFI's election as provided in the immediately preceding sentence, and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f).. For purposes of this Section 8.01(f), the following terms shall have the meanings indicated:

Possible Adjustment. By the Company, if the Company Board so ------------------- determines by a vote of a majority of the members of the entire Company Board, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 and the Starting Price; and (A) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B8(g)(ii)(B) (such number, the "Index Ratio"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f8.01(g), it shall give prompt written notice to the Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-day period commencing with its receipt of such notice, the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur pursuant to this Section 8.01(f8.01(g) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f8.01(g). If the Acquiror or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Starting Date and the Determination Date, the prices for the common stock of the Acquiror or such company shall be appropriately adjusted for the purposes of applying this Section 8.01(g).