Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. (a) Prior to the Distribution Date, and subject to the last penultimate sentence of this Section 2627(a), the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, any extension of the period in which the Rights may be redeemed, any increase in the Purchase Price and any extension of the Final Expiration Date) without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27(a), the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement Agreement, so long as the duties, liabilities and indemnification of the Rights Agent are not affected, without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (including the redemption period prior to the Rights becoming non-redeemable), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. (b) Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior At any time prior to the -------------------------- Distribution Date, Date and subject to the last sentence of this Section 26, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Rights Agreement (including, without limitation, the date on which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 24 or any provision of the Certificate of Designation) without the approval of any holder of the Rights. From and after the Distribution Date and subject to applicable law, the Company may, and the Rights Agent shall if the Company so directs, amend this Rights Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, provision of this Rights Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. Any supplement or amendment to this Rights Agreement duly approved by the Company shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Rights Agreement to the contrary, during the 120-day period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, only if (A) a time period relating to when there are directors then in office who were in office at the Rights may be redeemed at commencement of such time as the Rights are not then redeemable, or solicitation and (B) any other time periodthe Board of Directors of the Company, unless such lengthening is for with the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery concurrence of a certificate from an appropriate officer majority of the Company which states such directors then in office, determines that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect is, in their judgment, in the Rights Agent's dutiesbest interests of the Company and its shareholders and, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to after the Distribution Date, the interests holders of the holders of Rights. In addition, notwithstanding anything to the contrary contained in this Rights Agreement, no supplement or amendment to this Rights Agreement shall be deemed coincident with made which (a) reduces the interests Redemption Price (except as required by Section 12(a)), (b) provides for an earlier Expiration Date or to) changes the last two sentences in the definition of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableAcquiring Person contained in Section 1.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares of Voting Stockthe Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which reduces the then effective Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Shares of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to the Distribution Date, and subject Subject to the last sentence of this Section 2618, if the Company so directs, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, shall supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable, which supplement or desirable and which amendment shall not not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate so long as the duties, liabilities and indemnifications of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights Agent are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsaffected). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment Amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder18, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Prior Notwithstanding anything in this Agreement to the Distribution Datecontrary, no supplement or Amendment shall be made which increases the interests period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights shall be deemed coincident with Agent if the interests consent of the holders of Voting Stock. Notwithstanding anything herein a majority of the issued and outstanding Rights has been obtained with respect to the contrary, this Agreement may not be amended at a time when the Rights are not redeemablesuch amendment.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Special Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior At any time prior to the Distribution Date, Date and subject to the last sentence of this Section 2627, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holders holder of certificates representing shares of Voting Stockthe Rights. From and after the Distribution DateDate and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provisions herein, provision of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement may to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be supplemented beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenof any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stockthe Common Shares of the Company. Notwithstanding In addition, notwithstanding anything herein to the contrarycontrary contained in this Agreement, no supplement or amendment to this Agreement may not shall be amended at a time when made which (i) reduces the Rights are not redeemableRedemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of certificates representing shares Common Shares of Voting Stockthe Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the Common Shares of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) and (ii) 10%. From and after the Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights. Upon the delivery Rights (other than an Acquiring Person or any Affiliate or Associate of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendmentAcquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Shares of the Company. Notwithstanding anything herein Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any person is an Acquiring Person hereunder, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section, the Rights Agent shall execute such supplement or amendment. Anything contained in this Agreement to the contrarycontrary notwithstanding, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement may not shall be amended at a time when effective without the consent of the Rights are not redeemableAgent.

Supplements and Amendments. Prior to For as long as the Distribution Date, Rights are then redeemable and subject to except as provided in the last penultimate sentence of this Section 26, the Company may in its sole and absolute discretion, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting the Rights or the Common Stock. From At any time when the Rights are not then redeemable and after except as provided in the Distribution Datepenultimate sentence of this Section 26, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which desirable; provided, that no such supplement or amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date or the number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, such time as any Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares of Voting Stockthe Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the Distribution Datepenultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Shares of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to For so long as the Distribution DateRights are redeemable, and subject to the last penultimate sentence of this Section 26, 27. the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From Common Stock or, on and after the Distribution Date, the holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to the penultimate sentence of this Section 27. the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person)) or, prior to the Distribution Date, holders of certificates representing shares of Common Stock; provided, (ii) cause this Agreement may not be supplemented again to become amendable other than in accordance with this sentence; or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when cause the Rights may be redeemed at such time as the Rights are not then again to become redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, 27. the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one one-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates subject to the other terms and conditions of this Agreement in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein herein, which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement make any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (other than A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or an Affiliate to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and; (B) to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than (i) 10% or Associate more of an Acquiring Personthe Class B Common Shares then outstanding or (ii) any combination of Class A Common Shares and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the “Reduced Threshold”); provided, this Agreement may not be supplemented however, that no Person who beneficially owns a number of Class B Common Shares or amended a combination of Class A and Class B Common Shares equal to lengthenor greater than the Reduced Threshold shall become an Acquiring Person because of such amendment unless such Person shall, pursuant after the public announcement of the Reduced Threshold (with written notice to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at Agent of such time public announcement), increase its beneficial ownership of the then outstanding Class B Common Shares or combination of Class A and Class B Common Shares (other than as a result of an acquisition of Common Shares by the Rights Company or as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are not then redeemabletreated equally) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%, or (Bii) the lowest beneficial ownership of such Person as a percentage of a combination of the outstanding Class A and Class B Common Shares as of any other time perioddate on or after the date of the public announcement of such Reduced Threshold, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsplus .001%. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of Voting the Common Stock.” 6. Notwithstanding anything herein Capitalized terms used without other definition in this Amendment shall be used as defined in the Rights Agreement. 7. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. 8. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 9. This Amendment shall be effective as of the date first written above, and all references to the contrary, this Rights Agreement may not shall from and after such time be amended at a time when deemed to be references to the Rights are not redeemableAgreement as amended hereby.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last sentence provisions of this Section 2628, the Company may by resolution of its Board, and the Rights Agent shall, if the Company pursuant to such resolution so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Company Common Stock. From and after the Distribution DateDate and subject to the provisions of Section 28, the Company may by resolution of its Board, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, that this Agreement may not be supplemented or amended amended, at a time when the Rights are not redeemable, to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30, a time period (including a time period described in Section 3(a)(i) or 3(a)(ii)) relating to when the Rights may be redeemed at such time as the Rights are not then redeemableredeemed, or (B) any other time period, period unless in a case described in this clause (B) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested, an opinion of counsel or, so long as any Person is an Acquiring Person hereunder, from a majority of the members of the Board which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect (including, to the Rights Agent's dutiesextent applicable, liabilities or obligations hereunderthe provisions of Section 28), the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Company Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of Voting Stockthe Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the then effective Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, time -------------------------- supplement or amend any provision of this Rights Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights; provided further that this Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, lengthen pursuant to clause (iiic) of this sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 27 and provided such supplement or amendment does not adversely affect increase the Rights Agent's duties, liabilities or obligations hereunderobligations, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of Voting Stockthe Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order to (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iiic) to shorten or lengthen any time period hereunder, or (ivd) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiic) of this sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (Bii) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment, provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under Section 18 or Section 20 of this Rights Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which reduces the then effective Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to the Distribution -------------------------- Date, and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Agreement may not be supplemented or amended to lengthen, lengthen pursuant to clause (iiic) of this sentence, (A) a the time 29 period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make any changes unilaterally necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates or Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, such time as any Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares of Voting Stockthe Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the Distribution Datepenultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding the foregoing, the Rights Agent shall not be required to supplement or amend this Agreement in a manner that adversely affects its rights or obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Shares of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to the earlier of (i) the Distribution Date, and subject to Date or (ii) the last sentence occurrence of this Section 26a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Voting StockCommon Shares and associated Rights. From and after the earlier of (i) the Distribution DateDate or (ii) the occurrence of a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ix) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall that will not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an any such Acquiring Person), or (y) in order to cure any ambiguity or to correct or supplement any provision contained herein which, in the good faith determination of a majority of the Directors then in office, may be defective or inconsistent with the other provisions contained herein, or (z) to shorten or lengthen any time period hereunder; provided, however, that, from and after the earlier of (i) the Distribution Date or (ii) the occurrence of a Triggering Event, this Agreement may shall not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and/or, the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which or, so long as any Person is an Acquiring Person hereunder, the Directors that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, but subject to the next succeeding paragraph, no supplement or amendment shall be made that changes the Redemption Price, accelerates the Final Expiration Date, changes the Purchase Price, or changes the number of Common Shares for which a Right is exercisable without the approval of a majority of the Directors then in office. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Shares. Notwithstanding anything herein contained in this Agreement to the contrary, in the event that at any time after the date of this Agreement the Company authorizes one or more series of preferred stock, then this Agreement may not be amended at a time when or supplemented as the Board of Directors shall deem necessary or advisable, without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of Common Shares which may be received upon exercise of Rights are not redeemablehereunder prior to the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect to take into account the use of such preferred stock (or fractional shares of preferred stock) in place of such Common Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to if the last sentence of this Section 26Corporation so directs, the Company Corporation and the Rights Agent shall, if the Company so directs, shall supplement or amend any provision of this Agreement in any manner which the Corporation may deem desirable without the approval of any holders of Rights or certificates representing shares of Voting StockCommon Shares. From and after the Distribution Date, if the Company Corporation so directs, the Corporation, upon approval by the Board of Directors and the Rights Agent shall, if the Company so directs, shall supplement or amend this Agreement without the approval of any holders of Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, (A) a any time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is specifically contemplated hereby or is for the purpose of protecting, enhancing or clarifying the rights of, and/or or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer the Chairman of the Company Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to ; provided, however, that the Distribution Date, the interests failure or refusal of the holders Rights Agent to execute such supplement or amendment shall not affect the validity or effective date of Rights shall be deemed coincident with any supplement or amendment adopted by the interests of the holders of Voting StockCorporation. Notwithstanding anything herein in this Agreement to the contrary, this Agreement may not no supplement or amendment shall be amended at a made which decreases the stated Redemption Price or the period of time when remaining until the Rights are not redeemableFinal Expiration Date.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence occurrence of this a Section 2611(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company in its sole discretion so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company. From and after the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company in its sole discretion so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that any failure of the Rights Agent to so execute such supplement or amendment shall not affect the validity of the actions taken by the Board of Directors of the Company pursuant to this Section 27. Prior to the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Stock of the Company. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent’s rights or duties.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of time supplement or amend this Section 26, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement Agent) without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder, or (iv) to change add, delete, modify or supplement the provisions hereunder in otherwise amend any manner provision, which the Company may deem necessary or desirable desirable, including without limitation extending the Final Expiration Date and, provided that at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; provided, however, that, from and which after such time as any Person becomes an Acquiring Person, any such amendment or supplement shall not materially and adversely affect the interests of the Rights Agent or the holders of Rights Certificates Right Certificates. Without limiting the foregoing, the Board of Directors of the Company may by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the threshold set forth in the definitions of Acquiring Person and Distribution Date herein from 15% to a percentage not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Voting Shares then known to the Company to be beneficially owned by any Person (other than an Acquiring Person or an Affiliate or Associate the Company, any Subsidiary of an Acquiring Person); providedthe Company, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer employee benefit plan of the Company which states or of any Subsidiary of the Company, or any trustee of or fiduciary with respect to any such plan when acting in such capacity), and (ii) 10% if the Board of Directors shall determine that a Person whose interests are adverse to the proposed Company and its shareholders may seek to acquire control of the Company. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment is in compliance with that changes the terms rights and duties of the Rights Agent under this Section 26 and provided Agreement will be effective against the Rights Agent without the execution of such supplement or amendment does not adversely affect by the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Datetime, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to change or supplement adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable; provided, however, that, from and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring after such time as any Person or an Affiliate or Associate of becomes an Acquiring Person); provided, this Agreement may shall not be amended or supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) in any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company manner which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not would adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with (other than an Acquiring Person and its Affiliates and Associates). Without limited the interests foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the Reduced Threshold); provided, however, that no Person who, at the time of the holders amendment setting a Reduced Threshold, Beneficially Owns a number of Voting StockCommon Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent. Notwithstanding anything herein in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement may not will be amended at a time when effective against the Rights are not redeemableAgent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if so directed by the Company so directsCompany, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect affect, as determined solely by the Company, the interests of the holders of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, sentence (A) a to lengthen any time period relating to when unless (1) approved by a majority of the Rights may be redeemed at such time as the Rights are not Disinterested Directors then redeemable, or in office and (B2) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the registered holders of the Rights, or (B) to lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Exercise Price or the number of shares (or portions thereof) of Common Stock for which a Right is exercisable, and no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Datetime at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 2627, the Company may in its sole and absolute discretion, and the Rights Agent shall, will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing shares of Voting StockRights or Common Shares. From and after the Distribution Datetime at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent shall, will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may not be supplemented or amended (a) to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be redeemed appropriate, and (b) at any time prior to such time as any Person becomes an Acquiring Person, to lower the Rights are thresholds set forth in Section 1(a) hereof from 15% to not then redeemable, or less than the greater of (Bi) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other time periodthan the Company, unless any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such lengthening is for plan or the purpose of protectingGroup), enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsand (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall will execute such supplement or amendment. Prior to ; provided, however, that the Distribution Date, the interests failure or refusal of the holders Rights Agent to execute such supplement or amendment will not affect the validity of Rights shall any supplement or amendment adopted by the Board of Directors of the Company, any of which will be deemed coincident effective in accordance with the interests of the holders of Voting Stockterms thereof. Notwithstanding anything herein in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.01 per Right. Notwithstanding anything in this Agreement may not be amended at a time when to the contrary, no supplement or amendment that changes the rights and duties of the Rights are not redeemableAgent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Prior to the Distribution Date, and but subject to the last sentence of this Section 2627, the Company and the Rights Agent shallAgent, if so directed in writing by the Company so directsCompany, shall supplement or amend any term, provision or condition of this Agreement Agreement, without the approval of any the registered holders of the stock certificates representing shares of Voting Stockthe Common Stock and the Rights. From and after the Distribution Date, but subject to the last sentence of this Section 27, the Company and the Rights Agent shallAgent, if so directed in writing by the Company so directsCompany, shall supplement or amend this Agreement Agreement, without the approval of any the registered holders of the Rights Certificates (however represented), in order order: (ia) to cure any ambiguity, (iib) to correct or supplement any term, provision contained herein or condition of this Agreement which may be defective or inconsistent with any other provisions hereinterm, provision or condition hereof, (iiic) to shorten or lengthen any time period hereunder, specified herein or (ivd) to change or supplement one or more of the terms, provisions hereunder or conditions hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect affect, as determined by the Board, the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring any Restricted Person or an Affiliate or Associate the transferees therefrom specified in Section 7(d) of an Acquiring Personthe Rights (however represented); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiic) of this sentence, sentence (Ai) a to lengthen any time period relating to when the Rights may be redeemed at such time (except as the Rights are not then redeemable, or (Bpermitted by Section 3(a)(ii)) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders (other than any Restricted Person or the transferees therefrom specified in Section 7(d)) of Rightsthe Rights or (ii) to lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent shall not be required to execute any supplement or amendment which affects any of the Rights Agent's rights, powers, obligations, duties or immunities under this Agreement without its consent. On and after the Distribution Date, no supplement or amendment shall be made which changes the Exercise Price, the number of one one-hundredths of a Preferred Share for which a Right is exercisable, the Redemption Price or the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of Voting Stockthe Common Stock of the Company." 8. Notwithstanding anything herein Section 29 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(or, as and when set forth herein, the Disinterested Directors)" from the second sentence thereof and to strike and remove the parenthetical phrases "(or the Disinterested Directors)" and "(including any Disinterested Director)" from the third sentence thereof. 9. Section 31 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(with the concurrence of at least a majority of the Disinterested Directors then in office)" from the proviso thereof. 10. Exhibit C to the contraryRights Agreement is amended and restated in its entirety in the form attached hereto. 11. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 12. This Amendment may be executed in any number of counterparts, and each of such counterparts shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. 13. Except as specifically provided in this Amendment to the Rights Agreement, this Agreement may Amendment shall not be amended at a time when by implication or otherwise alter, modify, amend or in any such way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are not redeemableratified and affirmed in all respects and shall continue in full force and effect.

Supplements and Amendments. Prior (a) At any time prior to the Distribution Stock Acquisition Date, and subject to a majority of the last sentence of this Section 26Continuing Directors (or, if no Continuing Directors are then in office, the Company Board of Directors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall, if the Company so directsdirected, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Rights; provided, however, that no amendment shall adversely affect the rights of Voting Stock. any Exempt Person without the written consent of such Person (b) From and after the Distribution Stock Acquisition Date, a majority of the Company Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall, if the Company so directsdirected, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderprovision of this Agreement, or (iviii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause . (iiic) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed No supplement or amendment to this Agreement shall be made which changes the Purchase Price, the number of shares of Preferred Stock, other securities, cash or other property for which a Right is then exercisable or the Redemption Price or provides for an earlier Expiration Date. (d) Immediately upon the action of a majority of the Continuing Directors (or, if no Continuing Directors are then in compliance office, the Board of Directors) providing for any amendment or supplement pursuant to this Section 26, and without any further action and without notice, such amendment or supplement shall be deemed effective. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, the Company shall deliver to the Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors of the Company) adopting such amendment or supplement. Upon such delivery, the amendment or supplement shall be administered by the Rights Agent as part of this Agreement in accordance with the terms of this Section 26 and provided such supplement Agreement as so amended or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.supplemented

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock, and without any further action and without notice, such amendment or supplement should be deemed effective. From and after the Distribution Date, Date the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Certificates certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision contained herein, (iii) to shorten extend the Expiration Date or lengthen any other time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon Without limiting the delivery foregoing, the Company and the Rights Agent shall, if the Company so directs, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than 10%; provided, however, that if any Person, at the time the threshold with respect to the determination of a certificate Person's becoming an Acquiring Person is so lowered, beneficially owns shares of Common Stock in excess of such lowered threshold and was not an Acquiring Person immediately prior to such time, such Person shall not become an Acquiring Person by virtue of such threshold having been lowered unless and until such Person shall thereafter become, alone or together with its Affiliates and Associates, the Beneficial Owner of any additional shares of Common Stock (other than (x) through the exercise of any presently outstanding options, or the issuance hereafter by the Company of any options, stock appreciation rights or other securities convertible into or exercisable for stock (or the exercise of any such options, rights or other securities), (y) as a result of a dividend by the Company payable in stock or securities convertible into or exercisable for stock, or (z) by reason of the acquisition by such Person of beneficial ownership of an aggregate of no more than 10,000 shares of Common Stock (such number to be appropriately adjusted to reflect stock dividends, splits, reclassifications and combinations from and after the date of this Agreement) in any single calendar year; provided, that none of such shares are owned directly by such Person or nominees for such Person. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, an appropriate officer of the Company which states that shall deliver to the proposed Rights Agent a copy of resolutions of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement or amendment is shall be administered by the Rights Agent as part of this Agreement in compliance accordance with the terms of this Section 26 and provided such supplement Agreement, as so amended or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendmentsupplemented. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence occurrence of this Section 26a Triggering Event, the Company and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement as the Board of Directors may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company or any other securities of the Company. From and after the Distribution Dateoccurrence of a Triggering Event, the Company and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder hereof in any manner which the Company Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Triggering Event, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Without limiting the foregoing, the Company may at any time prior to the occurrence of a Triggering Event, amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Stock of the Company then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company any employee benefit plan of the Company or any Subsidiary of the Company or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms and conditions of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Dateoccurrence of a Triggering Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Stock of the Company. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shallmay, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Voting Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective upon the concurrence of a majority of the Board), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthento, pursuant to clause (iii) of this sentence, (A) shorten the Final Expiration Date or (B) lengthen (1) a time period relating to when the Rights may be redeemed redeemed, or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B2) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 27 and provided such supplement or amendment does not adversely affect change or increase the Rights Agent's ’s duties, liabilities liabilities, rights or obligations hereunderobligations, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Purchase Price or the number of shares ofSeries A-1 Common Stock for which a Right is exercisable, and no supplement or amendment that changes the rights, duties, liabilities or obligations of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Company Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Board of Trust Managers of -------------------------- the Trust may, pursuant to the Distribution DateContinuing Board Action, and subject from time to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any other provisions with respect to the Rights which the Board of Trust Managers of the Trust may deem necessary or lengthen desirable, any such supplement or amendment to be evidenced by a writing signed by the Trust and the Rights Agent; provided, however, that from and after such time period hereunderas any Person becomes an Acquiring Person, or (iv) to change or supplement the provisions hereunder this Agreement shall not be amended in any manner which the Company may deem necessary or desirable and which shall not would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and provided, further, this Agreement may not be supplemented or amended to lengthen, pursuant to clause lengthen (iii) of this sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (Bii) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein contained in this Agreement to the contrary, this Agreement may not no supplement or amendment shall be amended at made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one-hundredths of Preferred Shares for which a time when the Rights are not redeemableRight is exercisable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares of Voting Stockthe Company. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, after the Stock Acquisition Date, shall require the concurrence of a majority of such Continuing Trustees) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, sentence (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability of the Board (with, where required, the concurrence of a majority of the Continuing Trustees) to redeem the Rights, in either case at such time as the Rights are not then redeemable, redeemable or (B) any other time period, periods unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Shares of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior At any time prior to the Distribution Final -------------------------- Amendment Date, and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateFinal Amendment Date and subject to the penultimate sentence of this Section 27, the Company may (acting by at least a majority of the Continuing Directors) and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided, however, that this Agreement -------- ------- may not be supplemented or amended to lengthenamended, pursuant to clause (iii) of this sentence, sentence to lengthen (A) a time period relating to when the Rights may be redeemed or at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem deems necessary or desirable and which shall that does not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an any Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time or from time to time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 1(i) to not less than 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made pursuant to this Section 27 that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26time at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company, Series A Preferred Stock or any other securities of the Company. From and after the Distribution Datetime at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the time at which any Person becomes an Acquiring Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Datetime at which any Person becomes an Acquiring Person, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock of the Company or Series A Preferred Stock, as applicable. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Shares. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one four-hundredths of a Preferred Share for which a Right is exercisable, provided that this Agreement may be amended to change the type and number of securities into which a right is exercisable before the occurrence of any Triggering Event if, after giving effect to such amendment, the new securities into which each Right is so exercisable have a value equal to the value of, and have voting rights at least equal to the voting rights of, the securities into which such Right was exercisable prior to such amendment (excluding any value attributable to any minimum dividend payments and excluding any voting rights operable in case of non-payment of dividends) and provided further that upon the creation of a new series of Common Shares of the Company, this Agreement may be amended before the occurrence of any Triggering Event (x) to reflect the Redemption Price, the Purchase Price, the number and type of securities purchasable upon exercise and any other terms of any share purchase rights to be associated with the shares of such new series and (y) if any shares of such new series are to be paid as a dividend on the outstanding shares of any other series of Common Shares, then to the extent such dividend reduces the Number of Shares Issuable with Respect to the Inter-Group Interest, as such term is now or hereafter defined in the Articles of Restatement, to adjust (in a manner similar to the adjustments required under Section 11(q) hereof) the Purchase Price payable upon proper exercise of the Rights associated with the Common Shares on which such dividend is to be paid. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares (other than an Acquiring Person).

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to the Distribution Date, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the -------------------------- Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may (acting by at least a majority of the Continuing Directors), and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company may (acting by at least a majority of the Continuing Directors), and the Rights Agent shallshall at any time and from time to time, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that this Agreement may not be supplemented or -------- ------- amended to lengthen, pursuant to clause (iii) of this sentence, lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting shares of Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend any provision of this Rights Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights; provided further that this Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, lengthen pursuant to clause (iiic) of this sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 27 and provided such supplement or amendment does not adversely affect increase the Rights Agent's duties, liabilities or obligations hereunderobligations, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend any provision of this Rights Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights; provided further that this Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, lengthen pursuant to clause (iiic) of this sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 27, and provided that such supplement or amendment does not adversely affect increase the Rights Agent's rights, duties, liabilities or obligations hereunderobligations, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior BAM may from time to the Distribution Datetime, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates Class A Shareholder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereundermake modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or (iv) to change make any other change, in each case, provided that such change, amendment, modification or supplement the provisions supplementation does not adversely affect any Class A Shareholder or its rights hereunder in any manner respect. Except as set forth in the immediately preceding sentence or as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BAM or (b) at a duly called annual or special meeting of the Company’s stockholders, (i) prior to the second (2nd) anniversary of the date of the first issuance of Class A Stock, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company and (ii) from and after the second (2nd) anniversary of the date of the first issuance of Class A Stock, either (x) the affirmative consent or vote, as applicable, of holders of a majority of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may deem necessary then be listed) of the Company or desirable (y) the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class. Any supplement or amendment authorized by this Section 17 shall be evidenced by a writing signed by BAM and which shall not adversely affect the interests Rights Agent. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, under this Agreement may not will be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when effective against the Rights may be redeemed at such time as Agent without the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose execution of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect by the Rights Agent's duties, liabilities . In executing any amendment or obligations hereundersupplement contemplated hereby, the Rights Agent shall execute be provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that the execution of such amendment or supplement is authorized or amendment. Prior permitted by this Agreement and all conditions precedent to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableexecution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Prior to the __________________________ Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, this Agreement may not be supplemented or ________ amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price (except as provided in Sections 11(a)(iii) or 11(a)(iv) hereof) or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 26 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Prior to the Distribution Date, Stock Acquisition -------------------------- Date and subject to except as provided in the last third sentence of this Section 2627, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting the Rights or the Common Stock. From and after the Distribution Stock Acquisition Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which desirable; provided, that no such supplement or amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than any interest of an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may not be supplemented or amended to lengthen, pursuant to clause only with the approval of a majority of the then Continuing Directors in the following circumstances described in clauses (iiii) and (ii): (i) during the one-year period after any date of this sentence, a change (Aresulting from a proxy or consent solicitation) in a time period relating to when majority of the Rights may be redeemed Board of Directors of the Company in office at the commencement of such time as the Rights are not then redeemablesolicitation, or (Bii) any other on or after the time periodthat a Person becomes an Acquiring Person. Prior to the Distribution Date, unless such lengthening is for the purpose interests of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights shall be deemed coincident with the interests of the holders of Common Stock. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, (1) at any time after the time a person becomes an Acquiring Person, this Agreement may be supplemented or amended only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that such supplement or amendment is, in their judgment, in the best interests of the Company and its stockholders, and (2) no supplement or amendment shall be made which changes the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or provides for an earlier Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Company Common Stock. From and after the Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 28, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Company Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of Units of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the next to last sentence of this Section 26, the Company may, by resolution of its Board of Directors and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the next to last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiiiv) of this sentence, (A) a time period relating relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendmentamendment Notwithstanding anything contained in this Agreement to the contrary, (a) no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of Preferred Stock Fractions for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the The Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of the Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) prior to shorten the Distribution Date, to change or lengthen any time period hereunder, supplement the provisions hereunder which the Company may deem necessary or desirable or (iv) following the Distribution Date, to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Without limiting the foregoing, this Agreement may not be supplemented or amended the Company may, at any time prior to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as any Person becomes an Acquiring Person, amend this Agreement to lower the Rights are threshold set forth in Section 1(a) hereof from 20% to not then redeemable, or less than the greater of (Bi) any percentage greater than the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other time periodthan the Company, unless any subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries, any entity holding Common Stock of the Company organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such lengthening plan or any other Person who is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsexempted from being an Acquiring Person) and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendmentamendment unless the Rights Agent shall have determined in good faith that such supplement or amendment would adversely affect its interests under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to For as long as the Distribution Date, Rights are -------------------------- then redeemable and subject to except as provided in the last penultimate sentence of this Section 26, the Company may in its sole and absolute discretion, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend any provision of this Rights Agreement without the approval of any holders of certificates representing shares of Voting the Rights or the Common Stock. From At any time when the Rights are not then redeemable and after except as provided in the Distribution Datepenultimate sentence of this Section 26, the Company may, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, that no such supplement or amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Rights Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Rights Agreement to the contrary, (a) no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date or the number of shares of Common Stock for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Datetime, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to change or supplement adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable; provided, however, that, from and which after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring PersonPerson amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the “Reduced Threshold”); provided, this Agreement may not be supplemented however, that no Person who, at the time of the amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal to or amended greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to lengthen, pursuant an amount equal to clause or greater than the greater of (iiix) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, Reduced Threshold or (By) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any other time period, unless date on or after the date of the public announcement of such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsReduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an appropriate officer of the Company Authorized Officer which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein in this Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement may not that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be amended at a time when effective unless duly executed by the Rights are not redeemableAgent.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders holder of Rights Certificates Rights, subject to the other terms and conditions of this Agreement, in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision or provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder or to make, amend or (iv) delete any other provisions with respect to change or supplement the provisions hereunder in any manner which Rights that the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the Rights Agent or the holders of Rights Certificates Rights. Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to (other than A) make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or an Affiliate or Associate to otherwise alter the terms and conditions of an Acquiring Person); provided, this Agreement as they may not be supplemented or amended apply with respect to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at any such time as the Rights are not then redeemabletransaction, or (B) any other time periodlower the thresholds set forth in Section 1(a) and Section 3(a) to not less than 10% or more of the shares of Common Stock then outstanding (the “Reduced Threshold”); provided, however, that no Person who Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such Amendment unless such lengthening Person, after the public announcement of the Reduced Threshold, purchases one or more additional shares of Common Stock such that its Beneficial Ownership of the then outstanding shares of Common Stock is for equal to or greater than the purpose greater of protecting, enhancing (x) the Reduced Threshold or clarifying (y) the rights of, and/or lowest Beneficial Ownership of such Person as a percentage of the benefits to, shares of Common Stock outstanding as of any date on or after the holders date of Rightsthe public announcement of such Reduced Threshold. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Prior to the Distribution DateTime, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and -------------------------- subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement Agreement, including without limitation to modify or amend the definition of Acquiring Person set forth in Section 1(a) hereof, to change the Purchase Price set forth in Section 4(a) and Section 7(b) hereof, and to extend the Final Expiration Date, without the approval of any holders of certificates representing shares Common Shares and without the approval of Voting Stockany holders of Rights or holders of certificates representing Rights. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (ia) to cure any ambiguityambiguity herein, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (ivc) to otherwise change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, Rights Certificates evidencing Rights that shall have become null and void pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsSection 7(e)). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which lowers the thresholds for an Acquiring Person or Adverse Person to less than the greater of (i) the sum of .001% and the largest percentage of outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any Person organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such plan, or, prior to or on the Spin-Off Distribution Date, Bio-Vascular) or (ii) 10% of the outstanding Common Shares; which extends the period during which Rights may be redeemed unless at the time of the amendment, no Person has become an Acquiring Person or designated an Adverse Person or a majority of the Board of Directors are Continuing Directors; or which changes the Redemption Price or the number of Preferred Share Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of certificates representing the Common Stock. Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding shares of Voting StockCommon Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any of other provisions herein, (iiic) to shorten or lengthen any time period hereunder, or (ivd) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiic) of this sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (Bii) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein in this Agreement to the contrary, no supplement or amendment to this Agreement may not be amended at a time when that changes the rights and duties of the Rights are not redeemableAgent under this Agreement will be effective without the consent of the Rights Agent.

Supplements and Amendments. Prior to (a) Notwithstanding the Distribution Date, and subject to the last sentence provisions of this Section 26subsection (b) below, the Company and Warrant Agent may, without the Rights Agent shallconsent or concurrence of the registered holders of the Warrants, if enter into one or more supplemental agreements or amendments with the Company so directs, supplement or amend any provision for the purpose of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) evidencing the rights of Warrantholders upon consolidation, merger, sale, transfer or reclassification pursuant to Section 3.05 hereof, (ii) making any changes or corrections in this Agreement that are required to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions hereinprovision herein or any clerical omission or mistake or manifest error herein contained, (iii) to shorten adding covenants for the benefit of the Warrantholders, (iv) surrendering any right or lengthen any time period hereunderpower conferred on the Company, or (ivv) making such other provisions in regard to change matters or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which questions arising under this Agreement as shall not materially and adversely affect the interests of the Rights Agent or the holders of Rights Certificates the Warrants or shall not be inconsistent with this Agreement or any supplemental agreement or amendment. (other than an Acquiring Person b) With the consent of the registered holders of at least a majority in number of the Warrants at the time outstanding, the Company and the Warrant Agent may at any time and from time to time by supplemental agreement or an Affiliate amendment add any provisions to or Associate change in any manner or eliminate any of an Acquiring Person)the provisions of this Agreement or of any supplemental agreement or modify in any manner the rights and obligations of the Warrantholders and of the Company; provided, however, that no such supplemental agreement or amendment shall, without the consent of the registered holder of each outstanding Warrant affected thereby, (i) alter the provisions of this Agreement may not be supplemented so as to affect adversely the terms upon which the Warrants are exercisable or amended to lengthenotherwise impair or adversely affect the exercise rights of the Warrantholders; (ii) reduce the number of Warrants outstanding the consent of whose holders is required for any such supplemental agreement, pursuant to clause waiver or amendment; (iii) of this sentencechange the Expiration Date; (iv) except as provided in Article III, increase the Exercise Price or decrease the Share Number; or (Av) a time period relating impair the right to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is institute suit for the purpose enforcement of protecting, enhancing any payment or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior respect to the Distribution Date, the interests settlement of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableany Warrant.

Supplements and Amendments. Prior Subject to the Distribution Date, and subject to the last penultimate sentence of this Section 2627, the Company and Company, by action of the Rights Agent shallBoard of Directors, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement make any other provisions with respect to the provisions hereunder in any manner which Rights that the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof). Without limiting the foregoing, the Company, by action of the Board of Directors, may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or an Affiliate or Associate to otherwise alter the terms and conditions of an Acquiring Person); provided, this Agreement as they may not be supplemented or amended apply with respect to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at any such time as the Rights are not then redeemable, or transaction; and (B) to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) the sum of .001% and the largest percentage of Voting Power represented by the then outstanding shares of Voting Stock then known by the Company to be Beneficially Owned by any Person (other time periodthan the Company, unless such lengthening is for any Subsidiary of the purpose Company, any employee benefit plan of protectingthe Company or any Subsidiary of the Company, enhancing or clarifying any trustee or fiduciary holding shares of Voting Stock for, or pursuant to the rights terms of, and/or the benefits toany such plan, the holders of Rightsacting in such capacity), and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that no supplement or amendment may be made to Sections 18, 19, 20, or 21 hereof without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a), 3(a) and 11(a) hereof and this Section 27 to not less than 10% (the “Reduced Threshold”); provided, however, that no Person who beneficially owns a number of Voting StockCommon Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary (except as described in the proviso to this sentence), no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a Preferred Share for which a Right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to For so long as the Distribution DateRights are -------------------------- redeemable, and subject to the last penultimate sentence of this Section 2627, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From Common Stock or, on and after the Distribution Date, any holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Agent or Certificates, or, prior to the Distribution Date, the holders of Rights Certificates the Common Stock (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, (ii) cause this Agreement may not be supplemented again to become amendable other than in accordance with this sentence, or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when cause the Rights may be redeemed at such time as the Rights are not then again to become redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of shares of Common Stock for which a right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend any provision of this Rights Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable desirable; provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights; provided further that this Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, lengthen pursuant to clause (iiic) of this sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior (a) At any time prior to the Distribution Stock Acquisition Date, and subject to a majority of the last sentence Board of this Section 26, Directors of the Company may, and the Rights Agent shall, if the Company so directsdirected, supplement or amend any provision of this Agreement Agreement, including, without limitation, the Beneficial Ownership percent as set forth in Section 1 at which a Person becomes an Acquiring Person, the definition of Exempt Person as set forth in Section 1 to include any Person in addition to the Persons described therein, and, to the extent permitted by applicable law, the number, designation, preferences and rights of shares of the Preferred Stock as set forth in Exhibit A without the approval of any holders of certificates representing shares Rights. (b) Except as otherwise provided in Section 26(c): (1) The Board of Voting Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock. , or to amend or supplement this Agreement). (2) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights. (c) From and after the Distribution Stock Acquisition Date, : (1) No amendment or other change shall be made in this Agreement or the Company and terms of the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or is inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder set forth in any manner Section 11(j) or Section 13(e) or which the Company may deem necessary or desirable and which shall not would otherwise adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as any other Person in whose hands the Rights are not then redeemablevoid under the provisions of Section 7(e)). Notwithstanding the foregoing, or a majority of the Board of Directors may, and the Rights Agent shall, if so directed, amend this Agreement prior to the Stock Acquisition Date effective upon the Stock Acquisition Date. (B2) any other time period, unless such lengthening is for the purpose The Board of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer Directors of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when entitled to exercise the Rights are not redeemablepowers specified in Section 26(b) after the Stock Acquisition Date unless the Board of Directors can establish by clear and convincing evidence that its action satisfies the requirement in Section 26(c)(1).

Supplements and Amendments. Prior to the Distribution DateThe Company may, and subject to the last sentence by resolution of this Section 26its Board of Directors, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including without limitation any extension of the period in which the Rights may be redeemed) at any time prior to the Stock Acquisition Date, without the approval of any holders of certificates representing shares of Voting StockCommon Stock or, after the Distribution Date, of Right Certificates. From and after the Distribution Stock Acquisition Date, the Company may, by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office), and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights certificates representing shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the or make any other provisions in regard to matters or questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable and desirable, which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Personthereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Without limiting the foregoing, the Company may at any time prior to the Stock Acquisition Date amend this Agreement to lower the thresholds set forth in Sections l(a) and 3(a) hereof to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or such Subsidiary as a fiduciary for or pursuant to the terms of any such employee benefit plan) and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Stock Acquisition Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution DateThe Company may, and subject to the last sentence by resolution of this Section 26its Board of Directors, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including without limitation any extension of the period in which the Rights may be redeemed) at any time prior to the Stock Acquisition Time, without the approval of any holders of certificates representing shares of Voting StockCommon Stock or, after the Distribution Date, of Right Certificates. From and after the Distribution DateStock Acquisition Time, the Company may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the or make any other provisions in regard to matters or questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable and desirable, which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Personthereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company to redeem the Rights, in either case at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution DateStock Acquisition Time, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to For so long as the Distribution Date, and subject to the last sentence of this Section 26Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing shares of Voting StockRights or Common Shares. From and after the Distribution Datetime that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, herein or (iiiii) to shorten make any other changes or lengthen any time period hereunder, provisions in regard to matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date, PROVIDED, HOWEVER, that no such supplement or amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, and no such supplement or amendment may cause the Rights again to become redeemable or cause this Agreement may not be supplemented or amended again to lengthen, pursuant to clause (iii) of become amendable other than in accordance with this sentence; PROVIDED FURTHER, (A) a time period relating that the right of the Board of Directors to when extend the Rights may be redeemed at such time as the Rights are Distribution Date shall not then redeemable, require any amendment or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightssupplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Prior Without limiting the foregoing, at any time prior to the Distribution Datesuch time as any Person becomes an Acquiring Person, the interests Company and the Rights Agent may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the holders of Rights shall outstanding Common Shares then known by the Company to be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemablebeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Shares. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (x) and (y) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring PersonInterested Stockholder); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder28, the Rights Agent shall execute such supplement or amendment, provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under Section 19 or 21 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein contained in this Agreement to the contrary, in the event that a majority of the Board of Directors is comprised of persons elected at a meeting of shareholders who were not nominated by the Board of Directors in office immediately prior to such meeting (including successors of such persons elected to the Board of Directors) with the objective or for the purpose of either facilitating a Transaction or circumventing directly or indirectly the provisions of this Section 28, then (A) for a period of 365 days following the effectiveness of such action, this Agreement may shall not be amended at or supplemented in any manner reasonably likely to have the objective, purpose or effect of facilitating a time when Transaction and (B) no amendments or supplements may be made following such 365-day period if (1) such amendment or supplement is reasonably likely to have the Rights are not redeemableobjective, purpose or effect of facilitating a Transaction and (2) during such 365-day period, the Company enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the objective, purpose or effect of facilitating a Transaction.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last sentence provisions of this Section 2628, the Company may by resolution of its Board, and the Rights Agent shall, if the Company pursuant to such resolution so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Company Common Stock. From and after the Distribution DateDate and subject to the provisions of Section 28, the Company may by resolution of its Board, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, that this Agreement may not be supplemented or amended amended, at a time when the Rights are not redeemable, to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30, a time period (including a time period described in Section 3(a)(i) or 3(a)(ii)) relating to when the Rights may be redeemed at such time as the Rights are not then redeemableredeemed, or (B) any other time period, period unless in a case described in this clause (B) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from a majority of the members of the Board which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect (including, to the Rights Agent's dutiesextent applicable, liabilities or obligations hereunderthe provisions of Section 28), the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Company Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the (a) The Company and the Rights Warrant Agent shall, if may amend or supplement the Company so directs, supplement Agreement or amend any provision of this Agreement the Warrants without notice to or the approval consent of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order Holder (i) to cure any ambiguity, defect or inconsistency in the Agreement or the Warrants; (ii) to correct or supplement any provision contained herein which may be defective or inconsistent comply with any other provisions herein, Section 6.01(k); (iii) to shorten or lengthen any time period hereunder, or evidence and provide for the acceptance of an appointment hereunder by a successor Warrant Agent; or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) make any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states change that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities rights of any Holder. (b) Except as otherwise provided in paragraphs (a) or obligations hereunder(c), the Rights Company and the Warrant Agent shall execute such may amend the Agreement and the Warrants with the written consent of the Holders of a majority of the outstanding Warrants, and the Holders of a majority of the outstanding Warrants by written notice to the Warrant Agent may waive future compliance by the Company with any provision of the Agreement or the Warrants. (c) Notwithstanding the provisions of paragraph (b), without the consent of each Holder affected, an amendment or waiver may not (i) increase the Exercise Price; or (ii) decrease the number of shares of Common Stock or other securities or property issuable upon exercise of the Warrants except, in each case, for adjustments provided for in the Agreement. (d) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (e) An amendment, supplement or waiver under this Section will become effective on receipt by the Warrant Agent of written consents from the Holders of the requisite percentage of the outstanding Warrants. Prior After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Distribution DateHolders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (f) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the interests amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Warrant with respect to which consent was granted. (g) If an amendment, supplement or waiver changes the terms of a Warrant, the Warrant Agent may require the Holder to deliver it to the Warrant Agent so that the Warrant Agent may place an appropriate notation of the holders of Rights shall be deemed coincident with changed terms on the interests Warrant and return it to the Holder, or exchange it for a new Warrant that reflects the changed terms. The Warrant Agent may also place an appropriate notation on any Warrant thereafter countersigned. However, the effectiveness of the holders amendment, supplement or waiver is not affected by any failure to annotate or exchange Warrants in this fashion. (h) The Warrant Agent is entitled to receive, and will be fully protected in relying upon, an Opinion of Voting StockCounsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this section is authorized or permitted by the Agreement. Notwithstanding anything herein to If the contraryWarrant Agent has received such an Opinion of Counsel, this Agreement may it shall sign the amendment, supplement or waiver so long as the same does not be amended at a time when adversely affect the Rights are rights of the Warrant Agent. The Warrant Agent may, but is not redeemableobligated to, execute any amendment, supplement or waiver that affects the Warrant Agent’s own rights, duties or immunities under the Agreement.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an any Acquiring Person); , provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to (x) the existence of an Acquiring Person or (y) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Stock of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (i) the Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15 % or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or exchange offer has not expired or been terminated, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Rights Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From For any holder, and after the Rights Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and desirable, provided that no such amendment or supplement shall be made which shall not (v) changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares (in one one-hundredth (.01) of a share increments) of Series A Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the Rights are not then redeemable, or (y) without the approval of a majority of the Continuing Directors, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Rights Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of (a) Except as otherwise provided in this Section 2627, for so long as the Rights are then redeemable, the Company Company, by action of the Board of Directors in its sole and absolute discretion, and the Rights Agent shall, shall if the Company so directs, may from time to time supplement or amend any provision of this Agreement (including, without limitation, any extension of the period in which the Rights may be redeemed, any increase in the Purchase Price and any extension of the Final Expiration Date) without the approval of any holders of certificates representing shares Rights; provided, however, that the adoption by the Board of Voting StockDirectors of any amendment to this Agreement that extends the Final Expiration Date shall be submitted for ratification by the Company’s stockholders within one year of the date of the adoption of such an amendment. From and after At any time when the Distribution DateRights are no longer redeemable, except as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); desirable, provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or modify the ability (or inability) of the Board of Directors to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights as such (other than Rights that have become null and void pursuant to Section 7(e) hereof), and provided, further, that no such supplement or amendment pursuant to this sentence shall adversely affect the interests of the holders of the Rights as such (other than Rights that have become null and void pursuant to Section 7(e) hereof). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which decreases the Redemption Price. (b) Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that no supplement or amendment may be made to Sections 18, 19, 20, or 21 hereof without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. 3. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when Section 29(d) of the Rights are not redeemable.Agreement is amended and restated in its entirety as follows:

Supplements and Amendments. (a) Prior to the Distribution Date, Date and subject to the last sentence of this Section 26subsection (f), the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. . (b) From and after the Distribution DateDate and subject to subsection (f), the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order order: (i) to cure any ambiguity, , (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, , (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first sentence to Section 23(a), shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem deems necessary or desirable and which shall that does not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an any Acquiring Person); provided, this . (c) This Agreement may not be supplemented or amended to lengthen, pursuant to clause subsection (iii) of this sentence, b)(iii): (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or or (Bii) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. . (d) Without limiting the other provisions of this section, the Company may at any time or from time to time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 1(i) to not less than 10%. (e) Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. . (f) Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made pursuant to this Section 27 that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable. (g) Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior At any time prior to the Distribution Final -------------------------- Amendment Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Final Amendment Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided, however, that this Agreement may not be supplemented or amended to lengthen-------- ------- amended, pursuant to clause (iii) of this sentence, to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany Securities.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence occurrence of this a Section 2611(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock or Series A Preferred Stock of the Company. From and after the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment, and any failure of the Rights Agent to so execute such supplement or amendment shall not affect the validity of the actions taken by the Board of Directors of the Company pursuant to this Section 27. Prior to the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Stock or Series A Preferred Stock of the Company. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent’s rights or duties.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may and further provided that the Rights Agent shall not be supplemented or amended obligated to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) enter into any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect that would change or increase the Rights Agent's duties, liabilities or obligations hereunder, of the Rights Agent shall execute such supplement or amendmenthereunder. Prior to the Distribution Date, the interests interest of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to a percentage that (subject to exceptions for specified Persons or groups excepted from the definition of "Acquiring Person") is not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person organized, appointed or established by the Company for or pursuant to the contraryterms of any such plan or, this Agreement may not be amended at a time when to the Rights are not redeemableextent excepted from the definition of "Acquiring Person", other specified Persons or groups) and (ii) 10.0%.

Supplements and Amendments. Prior to For so long as the Distribution Date, Rights are then redeemable and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock; provided, however, that the Board may not extend the Final Expiration Date without the approval by stockholders of the Company by a vote of the majority of the shares present and entitled to vote at a meeting duly called and held to consider such matter. From At any time when the Rights are not then redeemable and after subject to the Distribution Datepenultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Associate or Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Associate or Affiliate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the redemption price of the Rights. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Stock of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to the earlier of (i) the Distribution Date, and subject to Date or (ii) the last sentence occurrence of this Section 26a Triggering Event, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Voting Stockthe Company Securities and associated Rights. From and after the earlier of (i) the Distribution DateDate or (ii) the occurrence of a Triggering Event, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ix) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall that will not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an any such Acquiring Person), or (y) in order to cure any ambiguity or to correct or supplement any provision contained herein which, in the good faith determination of a majority of the Board of Directors, may be defective or inconsistent with the other provisions contained herein or (z) to shorten or lengthen any time period hereunder; provided, however, that, from and after the earlier of (i) the Distribution Date or (ii) the occurrence of a Triggering Event, this Agreement may shall not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and/or, the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 27 (and provided such supplement or amendment does not adversely affect change or increase the Rights Agent's duties, liabilities liabilities, rights or obligations hereunderobligations), the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, but subject to the next succeeding paragraph, no supplement or amendment shall be made that changes the (i) Redemption Price, (ii) the Final Expiration Date after the Distribution Date, (iii) the Purchase Price or (iv) the number of Common Shares for which a Right is exercisable, and no such supplement or amendment that changes the rights, duties, liabilities or obligations of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCompany Securities. Notwithstanding anything herein contained in this Agreement to the contrary, in the event that at any time after the date of this Agreement the Company authorizes one or more series of preferred stock, then this Agreement may not be amended at a time when or supplemented as the Board of Directors shall deem necessary or advisable, without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of Common Shares which may be received upon exercise of Rights are not redeemablehereunder prior to the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect to take into account the use of such preferred stock (or fractional shares of preferred stock) in place of such Common Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stockamendment. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Shares. Notwithstanding anything herein any other provision hereof, the Rights Agent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the contraryRights Agent’s rights or duties, this Agreement may which consent shall not be amended at a time when the Rights are not redeemableunreasonably withheld.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of Voting Stockthe Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which reduces the then effective Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence occurrence of this a -------------------------- Section 2611(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company. From and after the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person, Adverse Person or an any Affiliate or Associate of an Acquiring Person or Adverse Person); provided, however, that from and after the occurrence of a Section -------- ------- 11 (a) (ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person). Without limiting the foregoing, the Company may at any time prior to the occurrence of a Section 11(a)(ii) Event amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Stock of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Dateoccurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Stock of the Company. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders hold ers of certificates representing shares of Voting Common Stock. From and after the Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereun der, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable ▇▇▇▇▇ able and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedpro vided, however, that this Agreement may not be supplemented or amended to lengthenlengthen any time period hereunder, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an any Acquiring Person); , provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (x) the existence of an Acquiring Person or (y) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to Common Stock of the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCompany.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Shares. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights, without adversely affecting the interests of the holders of Right Certificates (other than those of an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment, provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under Section 18 or Section 20 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding Common Shares, notwithstanding anything herein contained in this Rights Agreement to the contrary, in the event that a majority of the Board of Directors of the Company is comprised of (i) Persons elected at a meeting of or by written consent of stockholders and who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent and/or (ii) successors of such Persons elected to the Board of Directors for the purpose of either facilitating a transaction with a Person or circumventing directly or indirectly the provisions of this Section 27, then for a period of 180 days following the effectiveness of such action, this Rights Agreement may shall not be amended at or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a time when the Rights are not redeemabletransaction with a Person.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the The Company may (and the Rights Agent shall, if shall at the Company so directs, supplement or amend any provision direction of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, Company) from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) at any time, to cure any ambiguity, (iii) at any time, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiii) prior to shorten the Distribution Date, to change or lengthen supplement any of the provisions hereof in any manner which the Company may deem necessary or desirable (including, but without any limitation, changing the percentage of ownership of Common Shares at which a Person becomes an Acquiring Person, the Distribution Date, the time period hereunderfor redemption of Rights or the time for, or limits on, amendment of this Agreement) or (ivi) after the Distribution Date, to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of the Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not any such supplement or amendment to be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) evidenced by a time period relating to when writing signed by the Company and the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and 27 and, provided such supplement or amendment does not adversely affect change or increase the Rights Agent's ’s rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable."

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26time at which any Person becomes an Acquiring Person, the Company may, and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Voting StockCommon Stock of the Company. From and after the Distribution Datetime at which any Person becomes an Acquiring Person, the Company may, and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); providedPROVIDED, HOWEVER, that from and after the time at which any Person becomes an Acquiring Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Datetime at which any Person becomes an Acquiring Person, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting StockCommon Stock of the Company. Notwithstanding anything herein to the contraryany other provision hereof, this Agreement may not be amended at a time when the Rights are not redeemableAgent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date or after the date on which the Board determines, in accordance with the criteria set forth in Section 1(d) of this Agreement, that a Person is an Adverse Person, must be approved by a majority of the Disinterested Directors. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided. Notwithstanding the foregoing provisions of this Section 26, this Agreement may not be supplemented or amended amended: to lengthen, pursuant to clause (iii) of this the preceding sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.or

Supplements and Amendments. Prior to the Distribution Date, Exercisability Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateExercisability Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order order: (i) to cure any ambiguity, ; (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, ; (iii) to shorten or lengthen any time period hereunder, or ; or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board in adopting this Agreement, including any change in the number or class of shares of capital stock of the Company for which the Rights are potentially exercisable prior to a Triggering Event; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Rights; and provided, further, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, sentence (A) subject to Section 31 hereof, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to change the Exercise Price hereunder. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment which changes the rights and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent, and no supplement or amendment shall be made which changes the Redemption Price, the Exercise Price, the Expiration Date or the number of shares of Common Stock (or other securities) for which a Right is exercisable without the approval of a majority of the Board of Directors. Prior to the Distribution Exercisability Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the The Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock or Series A Preference Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (ivc) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence. Notwithstanding the foregoing, (Ax) after the Stock Acquisition Date or (y) on or within eighteen (18) months of the date of a time period relating change (resulting from a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such solicitation, if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to when the Rights may be redeemed at such time as the Rights are not then redeemabletake, or (B) may consider taking, any other time periodaction which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, unless any supplement or amendment shall be effective only if there are Continuing Directors then in office, and such lengthening is for the purpose supplement or amendment shall have been approved by a majority of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightssuch Continuing Directors. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunderSection, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock and Series A Preferred Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time prior to (i) the Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or exchange offer has not expired or been terminated, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, Date and subject to the last penultimate sentence of this Section 2627, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date must be approved by a majority of the Disinterested Directors. From and after the Distribution DateDate and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an any such Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights; provided further, that any supplement or amendment of this Agreement after the Stock Acquisition Date must be approved by a majority of the Disinterested Directors. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one ten-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time prior to (i) the existence of an Acquiring Person or (ii) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or any Exempt Person (but, in the case of an Exempt Person, only to the extent of any shares of Common Stock (A) Beneficially Owned by such Exempt Person on the date of this Agreement or (B) acquired by such Exempt Person after the date of this Agreement from any other Exempt Person if such shares have been Beneficially Owned only by Exempt Persons on and after the date of this Agreement)) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting StockCommon Shares. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthenlengthen any time period hereunder, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, sentence unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment amendment, is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder26, the Rights Agent shall execute such supplement or amendment. Notwithstanding any other provision hereof, the Rights Agent's consent must be obtained regarding any amendment or supplement pursuant to this Section 26 which alters the Rights Agent's rights or duties. Notwithstanding anything contained herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior Subject to the Distribution Date, and subject to the last penultimate sentence of this Section 2627, the Company and Company, by action of the Rights Agent shallBoard of Directors, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement make any other provisions with respect to the provisions hereunder in any manner which Rights that the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof). Without limiting the foregoing, the Company, by action of the Board of Directors, may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or an Affiliate or Associate to otherwise alter the terms and conditions of an Acquiring Person); provided, this Agreement as they may not be supplemented or amended apply with respect to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at any such time as the Rights are not then redeemable, or transaction; and (B) to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) the sum of 0.001% and the largest percentage of Voting Power represented by the then outstanding shares of Voting Stock then known by the Company to be Beneficially Owned by any Person (other time periodthan a Grandfathered Stockholder, unless such lengthening is for the purpose Company, any Subsidiary of protectingthe Company, enhancing any employee benefit plan of the Company or clarifying any Subsidiary of the rights Company, or any trustee or fiduciary holding shares of Voting Stock for, or pursuant to the terms of, and/or the benefits toany such plan, the holders of Rightsacting in such capacity), and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that no supplement or amendment may be made to Sections 18, 19, 20, or 21 hereof without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableCommon Shares.

Supplements and Amendments. Prior At any time prior to the Distribution Date, Date and subject to the last sentence of this Section 2627, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Certificate of Designations) in any manner without the approval of any holders holder of certificates representing shares of Voting Stockthe Rights. From and after the Distribution DateDate and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provisions herein, provision of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Rights Agent or the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement may to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be supplemented beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenof any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) 10 percent. Any such supplement shall be evidenced by a time period relating to when writing signed by the Company and the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stockthe Common Shares of the Company. Notwithstanding In addition, notwithstanding anything herein to the contrarycontrary contained in this Agreement, no supplement or amendment to this Agreement may not shall be amended at a time when made which (i) reduces the Rights are not redeemableRedemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplements and Amendments. Prior The Company may from time to the Distribution Datetime, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to change or supplement adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable; provided, however, that, from and which after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of and its Affiliates and Associates). Without limited the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring PersonPerson amend this Agreement to lower the thresholds set forth in Section 1.1 to not less than 5% (the Reduced Threshold); provided, further, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment authorized by this Agreement may not Section 27 will be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) evidenced by a time period relating to when writing signed by the Company and the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties27, liabilities or obligations hereunder, an authorized signatory of the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date; provided, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding however, that notwithstanding anything herein in this Agreement to the contrary, no supplement, modification or amendment that changes the rights, obligation, duties or immunities of the Rights Agent under this Agreement may not will be amended at a time when effective against the Rights are not redeemableAgent without the execution of such supplement or amendment by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification.

Supplements and Amendments. Prior to This Agreement and the Distribution Dateterms of the Warrants, and subject to the last sentence observance of this Section 26any term herein or therein, may be waived, but only with the written consent of the holders of Warrants evidencing a majority in number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants; provided, however, that the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, Lead Representative may from time to time supplement or amend this Agreement without the approval of any holders Holders of Rights Warrant Certificates (other than the Lead Representative) in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company and the Lead Representative may deem necessary or desirable and which the Company and the Lead Representative deem shall not adversely affect the interests of the Rights Agent Holders of Warrant Certificates; and provided, further, however, that, except as provided herein, no such action may change the number of shares of stock comprising a Stock Unit or the Exercise Price, without the written consent of the holders of Rights Certificates Warrants evidencing 100% in number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants. For the purposes of determining whether the holders of outstanding Warrants entitled to purchase a requisite number of Stock Units at any time have taken any action authorized by this Warrant, any Warrants owned by the Company or any Affiliate of the Company (other than an Acquiring Person or institutional investor which may be deemed an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer solely by reason of the Company which states that the proposed supplement or amendment is in compliance with the terms ownership of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights Warrants) shall be deemed coincident with the interests of the holders of Voting Stock. Notwithstanding anything herein not to the contrary, this Agreement may not be amended at a time when the Rights are not redeemableoutstanding.

Supplements and Amendments. Prior to the Distribution Datetime at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 2627, the Company may in its sole and absolute discretion, and the Rights Agent shall, will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing shares of Voting StockRights or Common Shares. From and after the Distribution Datetime at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent shall, will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the Rights Agent or the holders of Rights Certificates as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when provide for such voting powers for the Rights may be redeemed at and such time procedures for the exercise thereof, if any, as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for Directors of the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsCompany may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall will execute such supplement or amendment. Prior to ; PROVIDED, HOWEVER, that the Distribution Date, the interests failure or refusal of the holders Rights Agent to execute such supplement or amendment will not affect the validity of Rights shall any supplement or amendment adopted by the Directors of the Company, any of which will be deemed coincident effective in accordance with the interests of terms thereof. Notwithstanding any other provision hereof, no supplement or amendment that imposes additional material obligations or liabilities on the holders of Voting StockRights Agent will be effective against the Rights Agent unless the Rights Agent consents to such supplement or amendment. Notwithstanding anything herein in this Agreement to the contrary, this Agreement no supplement or amendment may not be amended at a time when made which decreases the Rights are not redeemablestated Redemption Price to an amount less than $.01 per Right.

Supplements and Amendments. Prior The Company may from time to the Distribution Date, and subject to the last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order order (i) to cure any ambiguity, , (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement any provisions or make any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person or an Adverse Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an the Acquiring Person or Adverse Person); provided. Without limiting the foregoing, this Agreement the Company may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a at any time period relating to when the Rights may be redeemed at before such time as any Person becomes an Acquiring Person amend this Agreement to lower the Rights are thresholds set forth in Sections 1(b) and 3(a) hereof to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then redeemableknown by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) and (Bii) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such that supplement or amendment. Prior to amendment unless the Distribution Date, the Rights Agent shall have determined in good faith that that supplement or amendment would adversely affect its interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Stockunder this Agreement. Notwithstanding anything herein in this Agreement to the contrary, this Agreement may not be amended at or supplemented as the Board of Directors shall deem necessary or advisable (upon approval of a time when majority of the Continuing Directors then in office), without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of the Common Shares which may be received upon exercise of Rights are not redeemablehereunder before the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect to take into account the use of that preferred stock (or fractional shares of preferred stock) in place of the Common Shares.

Supplements and Amendments. Prior to (i) the Distribution close of business on the tenth day after the Stock Acquisition Date, or (ii) the close of business on the tenth day after the first public announcement by any Person (other than an Exempt Person) to commence a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, and subject in each case to extension by the last Board of Directors by amendment hereby and the penultimate sentence of this Section 2627, the Company may, in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Voting Common Stock, whether or not such supplement or amendment is adverse to any holders of Rights. From and after the Distribution Date, and subject to the Company penultimate sentence of this Section 27, the Board of Directors may, and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions hereinhereunder, (iii) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the provisions hereunder in any manner which the Company Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, this Agreement may not be supplemented or amended after the Distribution Date to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when make the Rights may be redeemed at such time as again redeemable after the Rights are not then redeemablehave ceased to be redeemable other than pursuant to Section 31, or (B) change any other time period, period unless such lengthening change is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, to the holders of RightsRights (other than any Acquiring Person and its Associates or Affiliates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and provided such supplement or amendment does not adversely affect the Rights Agent's duties, liabilities or obligations hereunder27, the Rights Agent shall execute such supplement or amendment. No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Preferred Stock or Common Stock for which a Right is exercisable without the approval of the Board of Directors of the Company. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Voting Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.