Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.

Conversion of Company Common Stock. (i) Subject to Section 2.02(e2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights), each issued and outstanding share of Company Common Stock (other than shares held by stockholders of the Company immediately prior to be canceled in accordance with Section 2.01(b)) the Effective Time shall be converted into the right to receive that (A) a number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent ("the “Parent Common Stock"”) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number Common Exchange Ratio (the "Outstanding Number") of shares of Company “Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)Consideration”), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if a number of validly issued, fully paid and nonassessable depositary shares (the Board “Depositary Shares”), each representing a 1/1,000th interest in a share of Directors fixed-rate reset cumulative perpetual preferred stock of Parent, series A, $25,000 stated amount per whole preferred share (the “Series A Parent declares a dividend on Preferred Stock”), equal to the outstanding shares of Parent Preferred Exchange Ratio (the “Preferred Stock Consideration” and, together with the Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceConsideration, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the “Stock Consideration”) and (C) an amount of such dividendcash, without interest, equal to the Cash Consideration. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent From and the Company. As of after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each applicable holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.02, including the right to receive, pursuant to Section 2.04, cash in lieu of fractional shares of Parent Common Stock and Depositary Shares, if any, into which such shares of Company Common Stock have been converted pursuant to be issued or paid in consideration therefor upon surrender of such certificate in accordance this Section 2.01(c) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.02, without interest2.02(i).

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to be canceled receive: (A) $59.60 in accordance with Section 2.01(b))cash (the “Cash Consideration”) and (B) a fraction of a validly issued, divided by (ii) the Market Price (as defined below) fully paid and nonassessable share of Parent Common Stock on (rounding to the date on which nearest ten-thousandth of a share) equal to the Effective Time shall occurquotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that in if the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares")Parent Trading Price is an amount greater than or equal to $59.98, then the Per Share Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration shall mean the highest number (after taking into account the rounding provision Consideration”). Each share of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Company Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent issued and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") outstanding immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on that is held by any direct or indirect wholly owned subsidiary of the NYSE Company shall be converted into such number of shares of Parent Common Stock (common stock, par value $0.01 per share, of the "Ex-Date")) Surviving Company such that occurs during the Averaging Period, then for purposes ownership percentage of computing the Market Price, the closing price on the Ex-Date and any trading day such Subsidiary in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before Surviving Company immediately following the Effective Time and an Ex-Date that occurs during shall equal the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount ownership percentage of such dividend. For purposes of Subsidiary in the Company immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of prior to the Effective Time, all such . All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each holder of a certificate representing that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration and any cash in lieu of fractional the Fractional Share Cash Amount into which the shares of Parent Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to be issued this Section 2.1, as well as any dividends or paid in consideration therefor upon surrender other distributions to which holders of such certificate Company Common Stock become entitled in accordance with Section 2.02, without interest2.2(e).

Conversion of Company Common Stock. Subject to Section 2.02(e)2.02 and Section 2.03, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of including any shares of Company Common Stock purchased pursuant to a Deposit Share Agreement between the Company and an employee of the Company ) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled cancelled or converted into shares of the Surviving Company in accordance with Section 2.01(b))) and any Dissenting Shares) shall, divided by at the Effective Time, be converted into the right to receive (i) $133 per share of Company Common Stock, without interest (the “Cash Consideration”) and (ii) the Market Price (as defined below) 0.4506 of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per a share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during “Exchange Ratio” and, together with the Averaging Period, then for purposes cash in lieu of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding fractional shares of Parent Common Stock having a record date before as specified in Section 2.01(e) and the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceCash Consideration, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company“Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of uncertificated shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) or a certificate representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and Consideration, as well as any cash in lieu dividends or other distributions to which holders of fractional shares of Parent Company Common Stock to be issued or paid in consideration therefor upon surrender of such certificate become entitled in accordance with Section 2.022.02(d), without interestinterest and subject to any applicable withholding of Taxes.

Conversion of Company Common Stock. Subject to Section 2.02(e)At the Effective Time, each issued by virtue of the Merger and outstanding share without any action on the part of the holder of any shares of Company Common Stock (other than or any shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (of capital stock of Merger Sub, subject to the proviso to this sentence Section 2.3 and to Section 9.022.4(f), the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b))2.2 (the "Canceled Shares") and Dissenting Shares) shall be converted into a number (the "Conversion Number") of duly authorized, divided by (ii) the Market Price (as defined below) validly issued and nonassessable shares of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of SharesMerger Consideration"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied determined by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means dividing $23.09 by the average of the daily closing average per share high and low sales prices per of one share of Parent Common Stock as reported on the NYSE Composite Transactions List Nasdaq National Market (as reported by in the New York City edition of The Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Companysource) for each of the 15 consecutive full NYSE 20 trading days (the "Averaging Period") immediately preceding ending on the third full NYSE trading day prior to such date; the Company Meeting (as defined in Section 5.3, so long as the Closing Date occurs within five business days of the Company Meeting or, if the Closing Date is more than five business days after the Company Meeting, the Closing Date) rounded to the nearest cent (the "Average Parent Price"), provided that (Ai) if the Board Average Parent Price is less than $21.00, the Conversion Number shall be 1.0995; and (ii) if the Average Parent Price is greater than $28.25, the Conversion Number shall be 0.8173; provided, however, that, in any event, if between the date of Directors of Parent declares a dividend on this Agreement and the Effective Time, the outstanding shares of Parent Common Stock having shall have been changed into a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE different number of shares or a different class, by reason of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Periodany declared or completed stock dividend, then for purposes subdivision, reclassification, recapitalization, split, combination or exchange of computing the Market Priceshares, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will Conversion Number shall be adjusted by adding thereto correspondingly to the amount extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividendshares. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock (other than Dissenting Shares) shall no longer be outstanding and automatically shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interestConsideration.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including shares of Company Restricted Stock Unit that become vested pursuant to Section 5.13(b) and shares issued or issuable upon the exercise or deemed exercise prior to the Effective Time pursuant to the Company Warrants, but excluding shares to be canceled in accordance with Section 2.01(b), and shares to remain outstanding in accordance with Section 2.01(e), divided by and, except as provided in Section 2.01(d), the Appraisal Shares) shall be converted into the right to receive merger consideration having a value at closing of 0.224 (ii“Aggregate Exchange Ratio”) the Market Price (as defined below) shares of Parent Common Stock on the date on which the Effective Time shall occur; providedStock, howeverdetermined as follows: (i) a number of shares of validly issued, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding nonassessable shares of Parent Common Stock having a record date after equal to the Effective Time but product of the (A) Aggregate Exchange Ratio multiplied by (B) the Stock Percentage (such product, the “Stock Consideration”); (ii) an ex-dividend date amount of cash, without interest equal to the product of (based on "regular way" trading on A) the NYSE Aggregate Exchange Ratio multiplied by (B) the Cash Percentage multiplied by (C) the Closing Parent Stock Price (such product, the “Cash Consideration”); and (iii) any cash paid in lieu of shares of fractional Parent Common Stock in accordance with Section 2.02(g) (together with the "Ex-Date"Cash Consideration and the Stock Consideration, subject to adjustment as provided in Section 2.01(g)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash declared dividends or other distributions with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder, without interest, in lieu of fractional shares of Parent Common Stock each case to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest2.02(b).

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by ) shall be converted into the right to receive (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentencei) that would not result in the product number of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orvalidly issued, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of nonassessable shares of Parent Common Stock (the "Ex-Date"“Stock Portion”) equal to the quotient determined by dividing $38.00 by the Parent Average Closing Stock Price (as defined below) and rounding the result to the nearest 1/10,000 of a share (the “Exchange Ratio”)) , payable upon surrender, in the manner provided in Section 2.02, of the certificate that occurs during the Averaging Periodformerly evidenced such share of Company Common Stock; provided, then for purposes of computing the Market Pricehowever, that if such quotient is less than 1.3167, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date Exchange Ratio will be adjusted by adding thereto 1.3167 and if such quotient is greater than 1.6799, the amount of such dividend Exchange Ratio will be 1.6799, (ii) $42.00 in cash, without interest (the “Cash Portion”) and (Biii) if the Board Closing shall not have occurred on or prior to March 31, 2006, an amount in cash equal to $0.0132 per day for each day during the period commencing April 1, 2006 through the date of Directors the Closing (the “Interest Portion”; the Interest Portion, if any, together with the Stock Portion and Cash Portion, being the “Merger Consideration”). For the purposes of this Section 2.01, the term “Parent declares a dividend on Average Closing Stock Price” means the outstanding shares average of the per share closing prices of Parent Common Stock having a record date before on the Effective Time and an Ex-Date that occurs NYSE during the Averaging Period, then for purposes of computing 20 consecutive trading days ending on (and including) the Market Price, date that is three trading days prior to the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes date of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the CompanyClosing. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Subject to Section 2.02(e2.02(j), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b))) shall be converted into the right to receive $37.00 in cash, divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 without interest (the "Maximum Number of Shares"“Merger Consideration”), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, subject to Section 2.02(j), all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (i) the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (ii) the Company declares or pays any cash dividend (other than the $0.11 cash dividend declared by the Board of Directors of the Company on June 22, 2006 and payable on August 4, 2006 to record holders of Company Common Stock on July 28, 2006; it being understood that no further dividends or distributions shall be declared or paid by the Company to its stockholders while this Agreement is in effect) or (iii) the Company declares or pays any non-cash dividends or distributions, then in any such case the Merger Consideration shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Each Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Shares to be canceled cancelled in accordance with Section 2.01(b2.1(c) and other than Dissenting Shares) will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d)), divided by the following consideration (iithe “Merger Consideration”), in each case without interest: (i) the Market Price combination (as defined belowsuch election, a “Mixed Election”) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock $52.85 in cash (the "Ex-Date")“Mixed Cash Consideration”) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if 0.6677 validly issued, fully paid and nonassessable Parent Shares (the Board of Directors of Parent declares a dividend on “Mixed Stock Consideration” and together with the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceMixed Cash Consideration, the closing price on any trading day before “Mixed Election Consideration”), (ii) (such election, a “Cash Election”) $88.08 in cash (the Ex-Date will be adjusted by subtracting therefrom “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued , fully paid and nonassessable Parent Shares (the amount “Stock Election Consideration”), in the case of each such dividend. For purposes election, payable to the holder upon surrender of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for Certificate or Book-Entry Share formerly representing such dividend as determined Share in good faith by mutual agreement of Parent accordance with Section 2.2 and the CompanySection 2.3. As of At the Effective Time, all such shares of the Shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration and any Consideration, without interest, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock pursuant to be issued or paid in consideration therefor upon surrender of such certificate in accordance this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.02, without interest2.3(f).

Conversion of Company Common Stock. Subject to Section 2.02(e)At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)each, a “Share”) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Dissenting Shares and any Shares to be canceled cancelled pursuant to Section 1.5(b)) will be converted automatically into the right to receive, in accordance with Section 2.01(b)the terms of this Agreement, (i) $22.00 in cash (the “Cash Consideration”), divided by without interest, and (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 0.120 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence“Exchange Ratio”) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an exvalidly issued, fully-dividend date (based on "regular way" trading on the NYSE of paid and non-assessable shares of Parent Common Stock (the "Ex-Date")) that occurs during “Stock Consideration” and, together with the Averaging Period, then for purposes of computing the Market PriceCash Consideration, the closing price on the Ex-Date and any trading day “Merger Consideration”), payable in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares manner set forth in Section 2.1. Except as set forth in Section 1.5(b), as a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes result of the immediately preceding sentenceMerger, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares or certificates that immediately prior to the Effective Time represented outstanding Shares (“Certificates”) and each holder of Company Common Stock shall Shares outstanding immediately prior to the Effective Time that are not represented by Certificates (“Book-Entry Shares”) will thereafter cease to have any rights with respect thereto, to such Shares except (x) the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions pursuant to Section 2.1(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.1(e), in each case to be issued or paid paid, without interest, in consideration therefor upon surrender of such certificate Certificate or Book-Entry Shares in accordance with Section 2.022.1(b) (or in the case of a lost, without intereststolen or destroyed Certificate, Section 2.1(j)) or (y) as provided by Law.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) and Section 9.1(h) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be canceled of Company Common Stock held in accordance with Section 2.01(b))the Company's treasury, divided (y) shares of Company Common Stock held directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided(except for Trust Account Shares and DPC shares, however, that as such terms are defined in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"Section 1.4(b) hereof), then the Per Share Merger Consideration shall mean the highest number or (after taking into account the rounding provision of this sentencez) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued pursuant to the Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for 2 (two) shares (the "Exchange Ratio") of the common stock, par value $2.50 per share, of Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject to Section 2.02(e)3.2(e) hereof, ---------------------------------- -------------- each issued and outstanding share of Company Common Stock stock (other than shares to be canceled in accordance with Section 2.01(b)3.1(b) hereof) shall be converted into -------------- the right to receive that number Conversion Number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration"as defined below) of duly authorized, validly issued, fully paid issued and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on that have been registered with the date on which the Effective Time shall occurSEC as provided herein; provided, however, that that, in any event, if between the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision date of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent Agreement and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on Effective Time, the outstanding shares of Parent Common Stock having or Company Common Stock shall have been changed into a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE different number of shares or a different class, by reason of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Periodany declared or completed stock dividend, then for purposes subdivision, reclassification, recapitalization, split, combination, or exchange of computing the Market Priceshares, the closing price on Conversion Number shall be correspondingly adjusted to the Ex-Date and any trading day in extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares. Subject to the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Periodprovisions hereof, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive upon the Per Share Merger Consideration surrender of such certificates, certificates representing the shares of Parent Common Stock, and any cash in lieu of fractional shares of Parent Common Stock Stock. For purposes hereof, the Conversion Number shall be equal to be issued or paid the value "X" in consideration therefor upon surrender of such certificate the following formula (subject to modification as provided in accordance with this Section 2.02, without interest.3.1 and in Section ----------- ------- 6.13 hereof): ---- X = (1.454 x A) / B where:

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, except for Excluded Shares, with respect to which an election to receive only cash (other than shares a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.6 (each, a “Cash Electing Company Share”) shall be canceled in accordance with Section 2.01(b)converted into the right to receive $30.50 (the “Per Share Value”), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occurwithout interest; provided, however, that in if: (A) the event that sum of (1) the product of the number of Cash Electing Company Shares and the Per Share Merger Value and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Cash Consideration (such sum being the “Cash Election Amount”) exceeds (B) an amount equal to the Per Share Value, multiplied by 0.20, multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the “Available Cash”), then each Cash Electing Company Share shall no longer instead be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except converted into the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (x) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Cash Electing Company Shares (such fraction being the “Pro-Rated Cash Amount”) and (II) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (x) the Exchange Ratio and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.Value;

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Sections 2.2(e) and 8.1(g) hereof and the last sentence of this Section 2.02(e1.4(a), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 .01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled of Company Common Stock held (1) in accordance with Section 2.01(b)), divided the Company's treasury or (2) directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined belowin Section 3.1(a)) which are not Trust Account Shares or DPC shares (as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of Parent Common Stock this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into and exchangeable for .73 shares (the "Maximum Number of SharesExchange Ratio"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices common stock, par value $1.00 per share share, of Parent Buyer ("Buyer Common Stock as reported on Stock") (together with the NYSE Composite Transactions List number of Buyer Rights (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Companydefined in Section 4.2 hereof) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"associated therewith)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes All of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date hereof and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, splitup, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)1.7 and Section 2.1(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided of Company Common Stock owned (x) by the Company as treasury stock or (iiy) directly or indirectly by iPCS or the Market Price Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of Parent Common Stock this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into 0.7725 shares (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging PeriodExchange Ratio") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding validly issued, fully paid and nonassessable shares of Parent iPCS Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividendStock. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such All shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each, a certificate "Company Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) certificates evidencing the Per Share Merger Consideration number of whole shares of iPCS Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Company Certificates in accordance with Section 2.022.1 hereof, without interestany interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares to be canceled in accordance with Section 2.01(b), shares to remain outstanding in accordance with Section 2.01(e), divided by and, except as provided in Section 2.01(d), the Appraisal Shares) shall be converted into the right to receive (i) $16.625 in cash, without interest (the “Initial Cash Consideration” and, as the same may be increased pursuant to Section 2.01(g), the “Cash Consideration”) and (ii) the Market Price (as defined below) a number of Parent Common Stock on the date on which the Effective Time shall occur; providedvalidly issued, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding non assessable shares of Parent Common Stock having a record date after equal to the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock Exchange Ratio as determined pursuant to Section 2.01(h) (the "Ex-Date")) that occurs during “Stock Consideration” and, together with the Averaging Period, then for purposes of computing the Market PriceCash Consideration, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any declared dividends on the Company Common Stock with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder, any dividends or other distributions payable pursuant to 2.02(j) and cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(i), without interest, in each case to be issued or paid in consideration therefor upon surrender of such certificate the applicable Certificate in accordance with Section 2.022.02(b), without interestin the case of certificated shares, and automatically, in the case of book-entry shares.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company, but excluding shares to be canceled cancelled in accordance with Section 2.01(b)), divided by (ii) the Market Price and any Appraisal Shares (as defined below)) shall be converted into the right to receive (i) 0.0930 (the “Exchange Ratio”) of a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share (the “Parent Common Stock on the date on which the Effective Time shall occur; providedStock”), however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 Parent (the "Maximum Number of Shares")“Stock Consideration”) and (ii) $18.60 in cash, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days without interest (the "Averaging Period") immediately preceding “Cash Consideration” and, together with the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market PriceConsideration, the closing price on the Ex-Date “Merger Consideration”). From and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect theretoto such shares, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained in this Agreement that is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Subject to Section 2.02(e)(i) Each share of common stock, each $0.01 par value, of the Company (“Company Common Stock”) issued and outstanding share immediately prior to the Effective Time, other than any shares of Company Common Stock (other than shares to be canceled in accordance with pursuant to Section 2.01(b)1.6(b) shall and Dissenting Shares, will be canceled and extinguished and automatically converted into the right to receive that (A) the number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Parent’s Series B Convertible Perpetual Preferred Stock, par value $1.00 0.001 per share, of with the terms attached hereto as Exhibit B (the “Parent ("Parent Common Series B Preferred Stock") ”), equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of “Exchange Ratio” (ias defined in Section 1.6(a)(ii)) the quotient of and (xB) $1,550,000,000 divided by (y) the number 6.50 in cash, without interest (the "Outstanding Number") “Cash Portion” and together with the shares of shares Parent Series B Preferred Stock in the foregoing clause the “Merger Consideration”), upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 1.7. No fraction of a share of Parent Series B Preferred Stock will be issued and outstanding immediately by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 1.7(e). Notwithstanding anything herein to the contrary, at any time prior to the Effective Time (other than shares Closing Date, as determined by Parent in its sole discretion, Parent may elect to be canceled in accordance with Section 2.01(b)), divided by (ii) pay the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share aggregate Merger Consideration multiplied by (which, for avoidance of doubt, shall include such amounts attributable to the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Series B Preferred Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day Cash Portion in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend ) as determined $39.00 in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02cash, without interest, in which case all references in this Agreement to the “Cash Portion” of the Merger Consideration shall be deemed to be references to such aggregate amount of cash, without interest, and all references in this Agreement to “Parent Series B Preferred Stock” shall be deemed to be deleted, and, notwithstanding anything herein to the contrary, (i) no party to this agreement shall have any obligation to consummate the Upstream Merger and any references to the Upstream Merger in this Agreement shall be deemed to be deleted, (ii) it will not be intended that the Merger shall qualify as a reorganization described in Section 368(a) of the Code, and (iii) the following provisions of this Agreement shall be deemed to be deleted: Section 5.15, Section 5.19, Section 6.2(e) and Section 6.3(f).

Conversion of Company Common Stock. Subject to Section 2.02(eExcept as otherwise provided in Sections 3.1(d) and 3.1(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b3.1(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, that fraction (other than shares expressed as a decimal) of a share of Parent Common Stock that is equal to be canceled the Per Share Merger Consideration. For the purposes of this Agreement, “Per Share Merger Consideration” means 0.88 of a validly issued, fully paid and nonassessable share of Parent Common Stock for every one (1) share of Company Common Stock issued and outstanding immediately prior to the Effective Time subject to the proviso at the end of the immediately following sentence, and subject to adjustment only in accordance with Section 2.01(b)), divided by (ii) 3.5. The “Aggregate Share Merger Consideration” shall equal the Market Price (as defined below) aggregate number of shares of Parent Common Stock on the date on which to be issued (i) for Company Common Stock issued and outstanding immediately prior to the Effective Time shall occur; and (ii) for restricted shares of Company Common Stock in accordance with Section 3.3, provided, however, that in no event shall the event that Aggregate Share Merger Consideration exceed more than 38,533,094 shares of Parent Common Stock. At the product Effective Time, all shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares")pursuant to this Article III shall automatically be canceled, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent cease to exist and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existoutstanding, and each holder of a certificate representing that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and a check for any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.02, 3.2(b) and in each case without interest.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares Subject to any adjustment pursuant to Section 2.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, except for Dissenters’ Shares or shares of Company Common Stock owned by the Company or Acquiror (in each case other than shares to be canceled of Company Common Stock held in accordance with Section 2.01(b)any Company Benefit Plan or related trust accounts or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted) (the “Excluded Shares”), divided by with respect to which an election to receive only cash (iia “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.10 (each, a “Cash Electing Company Share”) shall be converted into the Market Price right to receive $117.74 (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur“Per Share Value”), without interest; provided, however, that in if: (A) the event that sum of (1) the product of the number of Cash Electing Company Shares and the Per Share Merger Value and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Cash Consideration exceeds (B) an amount equal to the Per Share Value, multiplied by the product of the Cash Percentage and the Outstanding Number would exceed 110,000,000 Company Shares (the "Maximum Number of Shares"“Available Cash”), then the Per each Cash Electing Company Share Merger Consideration shall mean the highest number (after taking instead be converted into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (x) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Cash Electing Company Shares (such fraction being the “Pro-Rated Cash Amount”) and (II) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (x) the Exchange Ratio and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.Value;

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than shares any Excluded Shares, with respect to which an election to receive only cash (a "Cash Election") has been effectively made and not revoked or lost pursuant to Section 2.4 (each, a "Cash Electing Company Share") shall be canceled in accordance with Section 2.01(b)converted into the right to receive Twenty-Six Dollars and Seventy-Five Cents ($26.75), divided by subject to adjustment pursuant to Section 2.1(g) (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur"Per Share Value"), without interest; provided, however, that in if: (x) the event that sum of (A) the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number number of Shares"), then Cash Electing Company Shares and the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend Value and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes product of the immediately preceding sentence, the amount number of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent Mixed Consideration Electing Company Shares and the Company. As Mixed Election Cash Consideration (such sum being the "Cash Election Amount") exceeds (y) an amount equal to the Per Share Value, multiplied by 0.35, multiplied by the number of the Effective Time, all such shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the "Available Cash"), then each Cash Electing Company Share shall no longer instead be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except converted into the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (X) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (Y) the number of Cash Electing Company Shares (such fraction being the "Pro-Rated Cash Amount") and (II) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (X) the Exchange Ratio and (Y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.Value;

Conversion of Company Common Stock. Subject to Section 2.02(e)the other provisions of this Article II, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares of Company Common Stock to be canceled cancelled in accordance with Section 2.01(b)2.1(a)(ii), divided by (ii) the Market Price (as defined below) any shares of Parent Company Common Stock on the date on subject to an unvested Company Restricted Share Award which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied is to be assumed by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"Parent pursuant to Section 2.4(c), then and any Dissenting Shares) shall be automatically converted into the Per Share Merger Consideration shall mean right to receive, in accordance with the highest number (after taking into account the rounding provision terms of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orAgreement, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock $60.00 in cash, without interest (the "Ex-Date")“Cash Consideration Portion”) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if that number of validly issued, fully paid and nonassessable Parent Shares (the Board of Directors “Stock Consideration Portion”, and together with the Cash Consideration Portion, the “Merger Consideration”) equal to the quotient determined by dividing the Stock Value by the VWAP of Parent declares Stock, and rounding the result to the nearest 1/10,000 of a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time Share. From and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any therefor upon the surrender of such shares of Company Common Stock in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Stock, if any, which would otherwise be issuable in respect of such shares of Company Common Stock pursuant to be issued or paid in consideration therefor upon surrender of such certificate in accordance this Section 2.1(a)(i) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.02, without interest2.2(f).

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 .01 per share, of Parent the Company ("Parent “Company Common Stock"”) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled in accordance with pursuant to Section 2.01(b))2.1.2 and Dissenting Shares) shall be converted, divided by (ii) subject to this Section 2.1.1 and Section 2.2.5, into the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior right to such date; provided that receive: (A) if 0.1791 shares (the Board “Exchange Ratio”) of Directors common stock, par value $.01 per share (“Parent Common Stock”), of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"“Stock Consideration”)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend ; and (B) if $9.375 in cash (the Board “Cash Consideration”; and, together with the Stock Consideration, as the same may be adjusted pursuant to the last sentence of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Pricethis Section 2.1.1, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate previously representing any such shares of Company Common Stock share shall cease to have any rights with respect thereto, except thereafter represent the right to receive the Per Share Merger Consideration therefor. No fractional share of Parent Common Stock shall be issued, and any cash in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof. In the event that, at the time the Company is first able to mail the Proxy Statement to its stockholders (the “Mailing Date”), Parent shall reasonably determine, after consultation with outside counsel, that the number of fractional shares of Parent Common Stock included in the Merger Consideration when aggregated with the number of shares of Parent Common Stock which will be subject to be issued or paid issuance with respect to Company Options pursuant to Section 2.5 (excluding those Company Options which have become subject to Consents) (the “Issuances”) will result in consideration therefor the Merger becoming subject to approval by the stockholders of Parent pursuant to Rule 312.03 of the New York Stock Exchange (the “Parent Approval Requirement”), then Parent may, upon surrender two Business Days notice to the Company given within two Business Days after the Company notifies Parent of such certificate in accordance with Section 2.02its intent to mail the Proxy Statement, without interest.adjust the Cash Consideration and the Stock Consideration as follows:

Conversion of Company Common Stock. Subject to Section 2.02(e)2.02 and Section 2.03, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled cancelled or converted into shares of the Surviving Company in accordance with Section 2.01(b)) and Dissenting Shares) shall be cancelled and extinguished and converted into the right to receive (i) 0.06942 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) (the “Stock Consideration”), divided by (ii) $10.50 per share in cash (the Market Price “Cash Consideration”), and (iii) one contingent value right (a “CVR”) issued by Parent subject to and in accordance with the CVR Agreement (the “CVR Consideration” and, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”) payable to holder thereof, without interest or dividends thereon, less any applicable withholding of Taxes. Each CVR issued as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that CVR Consideration hereunder will be substantially in the event that form attached as Annex A to the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 CVR Agreement (the "Maximum Number of Shares"“CVR Certificate”), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such certificate Certificate in accordance with Section 2.022.02(d), without interestinterest and subject to any applicable withholding of Taxes. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the Exchange Ratio will be appropriately adjusted to provide to Parent and the holders of Company Common Stock, Company Stock Options, Company Restricted Stock Awards, Company Deferred Stock Awards and other awards under the Company Stock Plans the same economic effect as contemplated by this Agreement prior to such event; provided that with respect to outstanding Company Stock Options and other awards made under the Company Stock Plans, any such adjustments shall be made in accordance with the applicable Company Stock Plan.

Conversion of Company Common Stock. (i) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than but excluding (x) shares to be canceled in accordance with Section 2.01(b)), divided by (iiy) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares) shall be converted into the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior right to such date; provided that receive (A) if 4.935 (the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of “Class A Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the "Ex-Date")“Class A Stock Consideration”) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if $18.60 in cash, without interest (the Board of Directors of Parent declares a dividend on “Class A Cash Consideration” and, together with the outstanding shares of Parent Common Class A Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceConsideration, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Class A Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Class A Common Stock converted into the right to receive the Class A Merger Consideration pursuant to this Section 2.01(d) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (a “Class A Certificate”) or book-entry shares (“Class A Book-Entry Shares”) which immediately prior to the Effective Time represented any such shares of Company Class A Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Class A Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor upon surrender of such certificate Class A Certificate in accordance with Section 2.022.02(b), without interestin the case of certificated shares, and automatically, in the case of book-entry shares.

Conversion of Company Common Stock. Subject to Section 2.02(e3.02 and Section 7.04(a)(ii), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b3.01(b) or converted in accordance with Section 3.01(c))) shall be converted into the right to receive, divided by (ii) and shall thereafter represent only the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; providedright to receive, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 0.6120 fully paid and nonassessable shares (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence“Exchange Ratio”) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"“Merger Consideration”)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such share of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock held in book-entry form (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Per Merger Consideration, any Fractional Share Merger Consideration Cash Amount and any cash unpaid dividends or other distributions, in lieu each case, in accordance with the procedures set forth in Section 3.02. Notwithstanding the foregoing, if between the date of fractional this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then the Merger Consideration and any other amounts payable hereunder that are based upon a number of shares of Parent Common Stock or Company Common Stock, as the case may be, shall be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be issued construed to permit Parent or paid the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. As provided in consideration therefor upon surrender Section 3.02(i), the right of such certificate in accordance with Section 2.02, without interestany holder of a Certificate or Book-Entry Shares to receive the Merger Consideration shall be subject to any withholdings under applicable Tax Law.

Conversion of Company Common Stock. (i) Subject to Section 2.02(e)3.1(b) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (other than shares Dissenting Shares and Company Common Stock to be canceled cancelled in accordance with Section 2.01(b3.1(c) hereof) shall be converted into the right to receive (A) 0.5677 (the "Conversion Number") of a fully paid and nonassessable share of Laser Common Stock and (B) $6.44 in cash, without interest thereon (the consideration referred to in this Section 3.1(a) being sometimes referred to herein as the "Per Share Merger Consideration")), divided by . (ii) If, prior to the Market Price Company Effective Time, Laser shall (as defined belowA) pay a dividend in, subdivide, combine into a smaller number of Parent shares or issue by reclassification of its shares, any shares of Laser Common Stock on Stock, the date on which Conversion Number shall be adjusted appropriately or (B) pay a dividend (other than regular quarterly dividend payments, consistent with past practice), whether in cash or property, the Effective Time shall occur; provided, however, that in amount of the event that the product cash portion of the Per Share Merger Consideration multiplied by shall be appropriately adjusted such that the Outstanding Number amount of cash to be received with respect to each share of Company Common Stock, or if a dividend shall have been paid in other property, cash and other property to be received with respect to each share of Company Common Stock, shall be equal to that which would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result have been received in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per aggregate with respect to each share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Company Common Stock (on a per share equivalent basis) had the "Ex-Date")) that occurs during dividend been paid following the Averaging Period, then for purposes Company Effective Time at a time when the Laser Shares to be issued pursuant hereto had been issued to the holders of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Company Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividendStock. For purposes (iii) Each of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted in accordance with paragraph (i) of this Section 3.1(a) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of any fractional shares share of Parent Laser Common Stock (determined in accordance with Section 3.4 hereof), to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.023.2 hereof, without interest.. (b)

Conversion of Company Common Stock. Subject to Section 2.02(e)(a) At the Effective Time, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02common stock, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, no par value $1.00 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient), rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Company Common Stock held in the Company's treasury) shall, by virtue of this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by holder thereof, be converted into the Outstanding Number would exceed 110,000,000 right to receive and be exchangeable for (i) $3,500,000 (the "Maximum Number of SharesCash Price"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied divided by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average sum of the daily closing prices per share number of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder plus the number of a certificate representing any such shares of Company Common Stock shall cease issuable, immediately prior to have any rights with respect theretothe Effective Time, except upon exercise of the right to receive Company Accelerated Options (as defined in Section 6.12(c) herein) (the "Cash Per Share Merger Consideration Price"); (ii) non-interest bearing Promissory Notes in the form attached hereto as Exhibit A (each, a "Note" and any cash collectively, the "Notes") in lieu the --------- aggregate principal amount of fractional $2,527,500 (the "Note Price") divided by the sum of the number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock issuable immediately prior to the Effective Time, upon exercise of the Company Accelerated Options (the "Note Per Share Price"); and (iii) 2,200,000 shares (the "Stock Price") of common stock, par value $0.001 per share, of Parent (the "Parent Common Stock") divided by the sum of the number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock issuable immediately prior to the Effective Time, upon exercise of the Company Accelerated Options (such consideration to be issued referred to as the "Stock Per Share Price" and, together with the Cash Per Share Price and the Note Per Share Price, the "Per Share Price"); a portion of which shall be subject to forfeiture or paid adjustment as provided in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest2.02 and Section 2.03 and Article IX hereof.

Conversion of Company Common Stock. Subject to Section 2.02(e)the other provisions of this Article II, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than shares to be canceled in accordance with Section 2.01(b))any Cancelled Shares, divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which shall at the Effective Time be converted automatically into and shall occur; provided, however, that in thereafter represent the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior right to such date; provided that receive either (A) if in the Board case of Directors a share of Parent declares a dividend on the outstanding shares of Parent Company Common Stock having with respect to which an election to receive a record date after share of NewCo Class A Common Stock (a “Share Election”) has been properly made and not revoked or lost pursuant to Section 2.7 (each, a “Share Electing Share”), one (1) (the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE “Exchange Ratio”) share of shares of Parent NewCo Class A Common Stock (the "Ex-Date"“Share Consideration”), or (B) that occurs during in the Averaging Periodcase of a share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.7 (each, then for purposes of computing a “Cash Electing Share), $8.50 in cash (the Market Price“Per Share Cash Amount” and, together with the Share Consideration, the closing price on “Per Share Merger Consideration”), without interest (the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend “Cash Consideration”) ((A) and (B) if together with the Board cash in lieu of Directors of Parent declares a dividend on the outstanding fractional shares of Parent NewCo Class A Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Priceas specified below, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”), in each case subject to Section 2.8. For purposes All of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each holder of a certificate representing that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration and any cash in lieu of fractional into which the shares of Parent Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to be issued this Section 2.1, as well as any dividends or paid in consideration therefor upon surrender other distributions to which holders of such certificate Company Common Stock become entitled in accordance with Section 2.02, without interest2.3(d).

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Each Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Shares to be canceled cancelled in accordance with Section 2.01(b))2.1(b) and other than Dissenting Shares) shall be automatically converted into the right to receive, divided by in accordance with and subject to, the terms, conditions and procedures set forth in this Article 2 and Article 8 without interest, (i) (A) a number of validly issued, fully paid and non-assessable Parent Shares equal to the Exchange Ratio minus (B) the Per Share Escrow Amount, payable to the holder upon surrender of the Certificate formerly representing such Share in accordance with Section 2.2 and Section 2.2 and (ii) a pro rata share of any Parent Shares to be released from the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that Escrow Account in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product respect of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent Share in accordance with Article 8 and the Company) for the 15 consecutive full NYSE trading days Escrow Agreement as and when such releases are required to be made (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market PriceShares collectively, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock the Shares converted into the Merger Consideration pursuant to this Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing Certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration and any Consideration, without interest, including the right to receive, pursuant to Section 2.5, cash in lieu of fractional shares Parent Shares, if any, which would otherwise be issuable in respect of Parent such Company Common Stock pursuant to be issued or paid in consideration therefor upon surrender of such certificate in accordance this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.02, without interest2.2(e).

Conversion of Company Common Stock. Subject to Except as otherwise provided in Section 2.02(e3.1(c), each issued the shares (the “Shares”) of the Company’s $0.00001 per share par value common stock (the “Company Common Stock”), $0.01 per share par value Series A Preferred Stock (the “Company Series A Preferred Stock”), and outstanding the $0.01 per share of value Series B Preferred Stock (the “Company Series B Preferred Stock,” and together with the Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)and Company Series A Preferred Stock, the “Company Capital Stock”) shall be canceled, extinguished and converted into the and become a right to receive that number (subject i) cash, without interest, in an amount equal to $5,000,000 (less the reserve amount set aside under Section 6.13(b), the amount deducted under Section 6.15, and any amount referenced in the Schedules to this Agreement as being withheld from the Closing Date Cash Consideration), of which $125,000 (the “Xxxxxxx Money”) was previously paid by Vital Images to the proviso Company on November 20, 2003 and January 8, 2004, and which shall be distributed to this sentence and the holders of the Company Capital Stock in accordance herewith (the “Closing Date Cash Consideration”); plus (ii) cash in the amount of $1,000,000, retained in escrow pursuant to Section 9.02, the "Per Share Merger Consideration"9.1(c) of duly authorized, this Agreement (the “Escrow Amount”); plus (iii) a number of shares of validly issued, fully paid and nonassessable shares of Vital Images Common Stock, par value $1.00 per share, of Parent Stock ("Parent Common Stock"the “Stock Consideration”) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (xA) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b))6,000,000, divided by (iiB) the Market Average Closing Price (subject to adjustment pursuant to Section 3.2, the “Exchange Ratio”); plus (iv) the Contingent Consideration. The Contingent Consideration, together with the Closing Date Cash Consideration, the Escrow Amount and the Stock Consideration, are hereinafter referred to as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share “Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Consideration.” The Merger Consideration shall mean be payable to the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average holders of the daily closing prices per share of Parent Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.follows:

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) hereof, each share of the common stock, par value $5.00 per share, of the Company (the "Company Common Stock") issued and outstanding share immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (other than shares to be canceled as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in accordance with Section 2.01(b1.4(b) hereof)) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive that and exchangeable for a number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockthe common stock, par value $1.00 5.00 per share, of Parent Buyer ("Parent Buyer Common Stock") equal to the quotient, rounded to quotient obtained by dividing the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of Share Number (ias hereinafter defined) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares such quotient being hereinafter referred to as the "Exchange Ratio"). The "Share Number" shall be canceled in accordance with Section 2.01(b))2,219,753, divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in (i) if the event Average Closing Price (as hereinafter defined) is less than $34.425 then the Share Number shall be increased to the extent necessary so that the product of the Per Share Merger Consideration multiplied by Number and the Outstanding Average Closing Price shall equal $76,415,000, provided, that in no event shall the Share Number would exceed 110,000,000 be greater than 2,281,753, and (ii) if the "Maximum Number of Shares")Average Closing Price is greater than $46.575, then the Per Share Merger Consideration Number shall mean be reduced to the highest number (after taking into account the rounding provision of this sentence) extent necessary so that would not result in the product of such number multiplied by the Outstanding Share Number exceeding 110,000,000and the Average Closing Price shall equal $103,384,996, provided, that in no event shall the Share Number be less than 2,157,753. The As used herein, "Market Average Closing Price" of Parent Common Stock on any date means shall mean the average of the daily closing last reported sale prices per share of Parent Buyer Common Stock as reported on the NYSE Composite Transactions List The Nasdaq Market's National Market ("Nasdaq/NMS") (as reported by the in The Wall Street Journal or, if not reported therebytherein, by in another mutually agreed upon authoritative source mutually selected by Parent and the Companysource) for the 15 consecutive full NYSE trading days (ending on the "Averaging Period") immediately preceding the third full NYSE trading fifth business day prior to such date; provided that the Closing Date (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"as hereinafter defined)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes All of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly. (b) At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, being referred to herein as "DPC Shares")) shall be cancelled and shall cease to exist and no stock of Buyer or other consideration shall be delivered in exchange therefor. All shares of Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become authorized but unissued shares of Buyer Common Stock. 1.5.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock as to which dissenters' rights are exercised and perfected under Section 262 of the DGCL and Section 2.3(j) or are cancelled pursuant to Section 2.2(g)) issued and outstanding immediately prior to the Effective Time of the Mergers shall be converted into and represent the right to receive in exchange therefor (other than X) from Holdco, (i) the Cash Consideration (as defined below), and (ii) the number of fully paid and nonassessable shares of New Playboy Class B Common Stock equal to the Conversion Ratio (as such Conversion Ratio may be canceled adjusted in accordance with Section 2.01(b2.2(c)) (the "Stock Consideration"), divided by and (Y) from the Company (as described in the Transfer and Redemption Agreement), (i) the number of fully paid and non-assessable shares of common stock of Subco, par value $.01 per share ("Subco Common Stock"), equal to the Redemption Ratio and (ii) the Market Price (as defined below) warrants to purchase additional shares of Parent Subco Common Stock (such warrants to be in such amounts and on such terms as shall be determined by the date on which Company) (the Effective Time shall occur"Subco Warrants", and together with the Subco Common Stock, the "Subco Consideration"), payable to the holder thereof, without, in the case of the Cash Consideration, interest thereon, upon surrender of the certificate representing such share of Company Common Stock to the S Surviving Corporation; provided, however, that each holder of Company Common Stock shall receive, in lieu of any fractional shares of New Playboy Class B Common Stock that such holder would otherwise receive pursuant to this Section 2.2(b), cash equal to the event proportionate liquidation value of any such fractional shares pursuant to terms set forth in Section 2.3; and further provided, that in any event, if, between the product date of this Agreement and the Effective Time of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares")Mergers, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Old Playboy Class B Common Stock having shall have been changed, reclassified or converted into a record date after different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares, the Conversion Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares. The aggregate consideration provided to holders of Company Common Stock pursuant to this Section 2.2(b) shall be referred to as the "Merger Consideration". At the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective TimeMergers, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder certificate which immediately prior to the Effective Time of a certificate representing the Mergers evidenced any such shares shall thereafter represent the right to receive, upon surrender of such certificate in accordance with the provisions of Section 2.3, the Merger Consideration into which such shares have been converted in accordance herewith. The holders of certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time of the Mergers shall cease to have any rights with respect theretothereto (including, without limitation, any rights to vote or to receive dividends and distributions in respect of such shares), except as otherwise provided herein or by law. For purposes of this Agreement, the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interestterm "Cash Consideration" shall mean $3.60.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than but excluding (x) shares to be canceled in accordance with Section 2.01(b), (y) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares) shall be converted into the right to receive that (A) a number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, shares of validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value value, $1.00 0.01 per share, designated as Class V Common Stock (the “Class V Common Stock”) of Parent ("the “Stock Consideration”) having terms as set forth in the Amended and Restated Certificate of Incorporation of Parent Common Stock"attached as Exhibit C hereto to be filed with the Secretary of State of the State of Delaware and made effective as of immediately prior to the Effective Time (the “Parent Certificate”) equal to the quotient, quotient (rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of five decimal points) obtained by dividing (iI) 222,966,450 by (II) the quotient of (x) $1,550,000,000 divided by (y) the aggregate number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including shares issued as a result of vesting of Company Equity Awards and shares contributed to Parent, Merger Sub or any of their Affiliates, in each case as contemplated by Section 5.04) (which aggregate number will be canceled set forth in accordance with Section 2.01(b)), divided by (ii) a certificate of the Market Price (Company delivered as defined below) of Parent Common Stock on the date on which immediately prior to the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentenceTime) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if $24.05 in cash, without interest (the Board of Directors of Parent declares a dividend on “Cash Consideration” and, together with the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceConsideration, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.01(d) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (a “Certificate”) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor subject to compliance with the procedures set forth in this Section 2.01 upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interestin the case of certificated shares, and immediately, in the case of Book-Entry Shares.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by ) shall be converted into the right to receive (iii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 0.493 (the "Maximum Number of Shares")“Exchange Ratio”) validly issued, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of nonassessable shares of Parent Common Stock (the "Ex-Date")“Stock Portion”) that occurs during and (ii) $33.25 in cash, without interest (the Averaging Period“Cash Portion” and, then for purposes of computing together with the Market PriceStock Portion, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) and Section 9.1(g) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding share immediately prior to the Effective Time (other than (i) shares of Company Common Stock held in the Company's treasury, (other than ii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof), and (iii) unallocated shares of Company Common Stock held in the Company Bank's Recognition and Retention Plan for Officers and Employees and the Company Bank's Recognition and Retention Plan for Outside Directors (collectively, the "Unallocated RRP Shares")), together with the rights (the "Company Rights") attached thereto issued pursuant to be canceled in accordance with Section 2.01(bthe Rights Agreement, dated as of January 23, 1995, between the Company and Mellon Bank, N.A., as Rights Agent (the "Company Rights Agreement")) shall , shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive that number and exchangeable for 4.194 shares (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger ConsiderationExchange Ratio") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockthe common stock, par value $1.00 .01 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith). All of the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of converted into Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of pursuant to this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Parent Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock to be and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interest.any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock, (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as "DPC Shares")) and (iii) all Unallocated RRP Shares shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. 1.5

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options or Company Warrants) that is held by a Person who is an Accredited Investor, other than shares of Company Common Stock to be canceled in accordance with cancelled pursuant to Section 2.01(b))2.1(c) or Dissenting Shares, divided by (ii) shall be converted solely into the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of right to receive the Per Share Merger Mixed Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number upon surrender of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock in accordance with Section 2.2. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options or Company Warrants) that is held by a Person who is not an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section 2.1(c) or Dissenting Shares, shall be converted solely into the right to receive the Per Share Cash Consideration upon surrender of such shares of Company Common Stock in accordance with Section 2.2. As of the First Effective Time, all shares of Company Common Stock (but excluding any shares of Company Common Stock issuable to holders of Company Options or Company Warrants) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Mixed Consideration and any cash in lieu of fractional shares of Parent Common Stock or the Per Share Cash Consideration, as applicable, to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest2.2 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section 2.3(a)).

Conversion of Company Common Stock. Subject to Section 2.02(e)(a) At the Effective Time, each issued by virtue of the Merger and outstanding share without any action on the part of any holder of capital stock of Buyer, Acquisition, Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of Sellers: (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock of Acquisition purchased, issued and outstanding immediately prior to the Effective Time (other than shall be without any action on the part of the holder thereof, the capital stock of the Surviving Corporation and shall represent all the issued and outstanding shares to be canceled in accordance with Section 2.01(b)), divided by thereof; and (ii) the Market Price (as defined below) shares of Parent Common Stock the Company owned by the Sellers and the Shareholders which represent all the issued and outstanding shares of the Company on the date hereof, and on which the Effective Time Closing shall occur; providedbe converted into and shall become, however, that in without further action on the event that the product part of the Per Share Merger Consideration multiplied Sellers or the Shareholders, the right of the Shareholders to receive a total of Ten Million Eight Hundred Sixty-Four Thousand Dollars ($10,864,000) in consideration to be paid as follows: (a) the Shareholders, other than Sellers, shall receive Seven Hundred Twenty-Nine Thousand Six Hundred Seventy-Two Dollars ($729,672) by the Outstanding Number would exceed 110,000,000 wire transfer or certified check; (the "Maximum Number b) Two Million Twenty-Six Thousand Eight Hundred and Sixty-Six Dollars ($2,026,866) by wire transfer or certified check to Sellers; and (c) Eight Million One Hundred Seven Thousand Four Hundred Sixty-Two Dollars ($8,107,462) principal amount of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent restricted Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orBuyer, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE which number of shares of Parent Common Stock shall be determined by dividing $8,107,462 by the initial public offering price of Buyer's Common Stock (the "Ex-DateIPO Price")) that occurs during to Sellers. The Sellers shall also be entitled to receive on a pro rata basis, consideration having a value, of an amount equal to eight (8) times the Averaging Perioddifference between $1,234,000 of EBITDA for the twelve (12) month period ended December 31, then 1998 (the "Targeted Amount") and EBITDA for purposes such period of computing the Market Price$1,500,000. In addition, the closing price Sellers shall also be entitled to receive on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto a pro rata basis, consideration equal to four (4) times the amount of such dividend and (B) if in which the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date EBITDA for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interesttwelve (12) month period exceeds $1,500,000.

Conversion of Company Common Stock. Subject to Section 2.02(e)At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)each, a “Share”) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Dissenting Shares and any Shares to be canceled cancelled pursuant to Section 2.04(b)) shall be converted automatically into the right to receive, in accordance with Section 2.01(b))the terms of this Agreement, divided by (i) the Cash Consideration, without interest, and (ii) that number (the Market Price (as defined below“Exchange Ratio”) of Parent Common Stock on the date on which the Effective Time shall occur; providedvalidly issued, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent fully-paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an exnon-dividend date (based on "regular way" trading on the NYSE of assessable shares of Parent Common Stock (the "Ex-Date")“Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) that occurs during equal to the Averaging Period, then for purposes of computing quotient determined by dividing the Market Stock Value by the Average Parent Stock Price, and rounding the closing price on result to the Ex-Date and any trading day nearest 1/10,000 of a share of Parent Common Stock, payable in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and manner set forth in Section 3.01; provided, however, that (Bx) if the Board of Directors of number determined by dividing the Stock Value by the Average Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PricePrice is less than or equal to 1.7098, the closing price on any trading day before Exchange Ratio shall be 1.7098 and (y) if the Ex-Date will number determined by dividing the Stock Value by the Average Parent Stock Price is greater than or equal to 1.9672, the Exchange Ratio shall be adjusted by subtracting therefrom the amount of such dividend1.9672. For purposes Except as set forth in Section 2.04(b), as a result of the immediately preceding sentenceMerger, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares or certificates that immediately prior to the Effective Time represented outstanding Shares (“Certificates”) and each holder of Company Common Stock Shares outstanding immediately prior to the Effective Time that are not represented by Certificates (“Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, to such Shares except (x) the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions pursuant to Section 3.01(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.01(e), in each case to be issued or paid paid, without interest, in consideration therefor upon surrender of such certificate Certificate or transfer of the Book-Entry Shares in accordance with Section 2.023.01(b) (or in the case of a lost, without intereststolen or destroyed Certificate, Section 3.01(j)) or (y) as provided by Law.

Conversion of Company Common Stock. Subject to Section 2.02(e)Sections 2.02 and 2.03, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than (x) the Specified Shares and (y) any shares of Company Common Stock the holder of which: (i) has not voted in favor of the Merger and adoption of the Plan of Merger or consented thereto in writing, (ii) has properly demanded appraisal of such shares in the time and manner provided in, and who has otherwise complied with, Section 262 of the DGCL and, (iii) as of immediately prior to the Effective Time, has neither effectively withdrawn nor lost his or her rights to such appraisal and payment under the DGCL (the “Appraisal Shares”), shall be canceled converted into the right to receive Thirty-Five Dollars and Five Cents ($35.05) in cash, without interest (the “Merger Consideration”) subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.01(b2.02(i)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration. Notwithstanding the foregoing, if between the date of this Agreement and any cash in lieu of fractional the Effective Time the outstanding shares of Parent Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Company Common Stock will be appropriately adjusted to be issued or paid in consideration therefor upon surrender provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such certificate in accordance with Section 2.02, without interestevent.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options that is held by a Person who is an Accredited Investor, other than shares of Company Common Stock to be canceled in accordance with cancelled pursuant to Section 2.01(b))‎2.4(c) or Dissenting Shares, divided by (ii) shall be converted solely into the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of right to receive the Per Share Merger Mixed Consideration multiplied by (including, for the Outstanding Number would exceed 110,000,000 (the "Maximum Number avoidance of Shares")doubt, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result amounts distributable to such Company Stockholder in the product respect of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Company Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orpursuant to Sections 2.9, if not reported thereby, by another authoritative source mutually selected by Parent 8.4(a) and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"10.10(g)) that occurs during the Averaging Period, then for purposes upon surrender of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock in accordance with Section ‎2.5. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (but excluding any shares of Company Common Stock issuable to holders of Company Options) that is held by a Person who is not an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section ‎2.4(c) or Dissenting Shares, shall be converted solely into the right to receive the Per Share Cash Consideration (including, for the avoidance of doubt, amounts distributable to such Company Stockholder in respect of such Company Common Stock pursuant to Sections 2.9, 8.4(a) and 10.10(g)) upon surrender of such shares of Company Common Stock in accordance with Section ‎2.5. As of the First Effective Time, all shares of Company Common Stock but excluding any shares of Company Common Stock issuable to holders of Company Options shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Mixed Consideration and any cash in lieu of fractional shares of Parent Common Stock or the Per Share Cash Consideration, as applicable, to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest‎2.5 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section ‎2.6(a)).

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided of Company Common Stock held directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of Parent Common Stock this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into and exchangeable for 1.18 shares (the "Maximum Number Exchange Ratio") of Sharesthe common stock, par value $5.00 per share, of Buyer ("Buyer Common Stock"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average All of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject to the other provisions of this Section 2.02(e)2.1, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company ("Parent Company Common Stock"), other than Dissenting Shares (as defined in Section 2.1(d)) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of and shares of Company Common Stock held of record immediately before the Effective Time by Buyer, Buyer Subsidiary or any direct or indirect wholly owned subsidiary of Buyer ("Excluded Shares"), issued and outstanding immediately prior to the Effective Time (other than shares collectively, the "Outstanding Shares") shall be converted into the right to be canceled receive from Buyer (A) an amount in accordance with Section 2.01(b)), divided by cash equal to the Exchange Ratio (ii) the Market Price (as defined below) times the average per-share closing price of Parent Buyer Common Stock on the date on which Nasdaq National Market System during the Effective Time shall occur; provided, however, that in the event that the product period of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported ten trading days ending on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Closing Date will be adjusted by subtracting therefrom ("Buyer's Average Price"), without interest (the amount "Cash Consideration"), (B) a number of such dividend. For purposes of the immediately preceding sentencevalidly issued, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent fully paid and the Company. As of the Effective Time, all such nonassessable shares of Company common stock, par value $0.01 per share, of Buyer ("Buyer Common Stock"), equal to the Exchange Ratio (the "Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except Consideration") or (C) the right to receive a combination of cash and shares of Buyer Common Stock determined in accordance with this Section (the Per Share Merger "Mixed Consideration"). (The Cash Consideration, the Stock Consideration and or the Mixed Consideration, together with any cash in lieu of fractional shares of Parent Buyer Common Stock (the "Fractional Shares") to which a holder of Company Common Stock has the right to receive pursuant to Section 2.2(e), is each referred to herein as the "Merger Consideration.") The "Exchange Ratio" means .6500. Election of the Merger Consideration to be issued or paid in consideration therefor received upon surrender conversion of such certificate in accordance with Section 2.02, without interest.the Outstanding Shares shall be governed by the following provisions:

Conversion of Company Common Stock. Subject to Section 2.02(e2.1(c), each the issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon shares, par value $1.00 per share0.001, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Company Common Share”), other than any Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive two (2) shares to be canceled in accordance with Section 2.01(b)of the Parent’s common stock, par value $0.0001 per share (“Parent Common Stock”), divided by (ii) and all of the Market Price (as defined below) issued and outstanding preferred stock of Parent Common Stock on the date on which Company outstanding immediately prior to the Effective Time (such shares, collectively, the “Company Preferred Stock,” and each, a “Company Preferred Share,” and together, with the Company Common Stock, a “Share” or the “Shares”), other than any Cancelled Shares, shall occur; provided, however, thereupon be converted automatically into and shall thereafter represent the right to receive that in the event that the product number of fully paid and non-assessable preferred shares of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 Parent, par value $.001 (the "Maximum Number of Shares"“Parent Preferred Stock”), then as shall constitute 54% of the Per Share Merger Consideration shall mean voting rights of the highest number (after taking into account holders of the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Preferred Stock and Parent Common Stock on any date means the average Stock, so that upon completion of the daily closing prices per share of Merger the Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent shall have issued and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding 235,132,324 shares of Parent Common Stock having a record date after Stock, of which 27,974,000 shares shall be owned by the Effective Time but an ex-dividend date (based on "regular way" trading on current shareholders of the NYSE Parent and 207,158,324 shares shall be owned by the current shareholders of the Company and that number of Parent Preferred Shares which shall constitute 54% of the voting rights and power of all shares of Parent Common Stock any class of the Parent, then to be outstanding, determined on a fully-diluted basis (the "Ex-Date")“Merger Consideration”) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares . As a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes result of the immediately preceding sentenceMerger, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of at the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time, any cash in lieu of fractional shares of Parent Common Stock or Parent Preferred Stock payable pursuant to Section 2.1(c) and any dividends or other distributions payable pursuant to Section 2.2(b), all to be issued or paid paid, without interest, in consideration therefor upon the surrender of such certificate in accordance with Section 2.02, without interestShares.

Conversion of Company Common Stock. Subject to Section 2.02(e)At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of Company Capital Stock or the holders of any capital stock of Merger Sub, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)Excluded Shares and Dissenting Shares) shall shall, by virtue of the Merger, be converted into the right to receive that number (subject to the proviso to this sentence and receive, pursuant to Section 9.024.2, upon the "Per Share Merger Consideration"surrender of the certificates (or evidence of shares in book-entry form) of duly authorized, validly issued, fully paid and nonassessable shares of representing Company Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") cash in an amount equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number Offer Price (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)“Merger Consideration”), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product without interest thereon. As a result of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares")Merger, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of at the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right an entitlement to receive the Per Share Merger Consideration and any cash payable in lieu respect of fractional shares of Parent Common Stock such shares, all to be issued or paid paid, without interest, in consideration therefor upon the surrender of such certificate shares of Company Common Stock. Subject to Section 7.1(c), if prior to the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and, in accordance with Section 2.02each such case, the record date for such transaction is between the date of this Agreement and the Effective Time, then any number or amount contained herein (including, without interestlimitation, the Offer Price and the Merger Consideration) that is based upon the number of shares of Company Common Stock will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Subject to Section 2.02(e)Sections 2.02 and 2.03, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided 2.01(ii) and Dissenting Shares) shall be converted into the right to receive (x) the fraction of a share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) obtained by dividing (A) $10.00 by (iiB) the Market Parent Trading Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur); provided, however, that in if the event that Parent Trading Price is equal to or less than $34.42, the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 Exchange Ratio shall equal 0.2905 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number “Stock Consideration”) and (after taking into account the rounding provision of this sentencey) that would not result $30.00 in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days cash (the "Averaging Period") immediately preceding “Cash Consideration” and, together with the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market PriceConsideration, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend“Merger Consideration”). For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such certificate Certificate in accordance with Section 2.02, without interest. For purposes of this Agreement, (i) “Parent Common Stock” means the common stock, par value $1.00 per share, of Parent and (ii) “Parent Trading Price” means the volume-weighted sales price per share taken to four decimal places of Parent Common Stock as reported by the New York Stock Exchange for the consecutive period of thirty trading days beginning at 9:30 a.m. New York time on the thirty-third trading day immediately preceding the Closing Date and concluding at 4:00 p.m. New York time on the third trading day immediately preceding the Closing Date, as calculated by Bloomberg Financial LP under the function “VWAP.” Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of Except for shares of Company Common Stock held by Xxxxxxx X. Xxxxxxx (the “Principal Stockholder”), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time of Merger I (other than dissenting shares and shares cancelled pursuant to be canceled in accordance with Section 2.01(b3.1(c)), divided by (ii) shall be converted into the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior right to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of receive [ ] shares of Parent Common Stock (the "Ex-Date"“Exchange Ratio”)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding . All shares of Parent Company Common Stock having a held of record date before by the Effective Time and an Ex-Date that occurs during Principal Stockholder shall be converted into the Averaging Periodright to receive $[ ], then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Companywithout interest. As of the Effective TimeTime of Merger I, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except (i) in the case of all Company Stockholders (excluding the Principal Stockholder), the right to receive upon the Per Share Merger Consideration surrender of such shares, certificates representing the shares of Parent Common Stock, and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate shares in accordance with Section 2.023.7(c), without interest, and, (ii) in the case of the Principal Stockholder, the right to receive upon the surrender of such shares, the cash payment provided for in this Section 3.1(c). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time of Merger I, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, the Exchange Ratio shall be correspondingly adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by ) shall be converted into the right to receive (iii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 0.493 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging PeriodExchange Ratio") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of validly issued, fully paid and nonassessable shares of Parent Common Stock (the "Ex-DateStock Portion") and (ii) $33.25 in cash, without interest (the "Cash Portion" and, together with the Stock Portion, the "Merger Consideration")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Subject The shares of common stock, par value $0.0001 per share, of the Company (such shares, collectively, the “Company Common Stock”) outstanding immediately prior to Section 2.02(e), each issued and outstanding share the Effective Time (including (x) any shares of Company Common Stock issued as a result of the Preferred Stock Conversion provided for in Section 6.20 and (y) the Company Reserved Shares), other than shares any Dissenting Shares or Company Shares to be canceled in accordance with cancelled or converted pursuant to Section 2.01(b3.1(b)) , shall be converted automatically into and shall thereafter represent the right to receive that a number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 per share0.01, of Parent ("such shares, collectively, the “Parent Common Stock"” and, each, a “Parent Share”) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, product of (i) 77% multiplied by (ii) the quotient of (x) $1,550,000,000 the Parent Fully Diluted Shares divided by (y) 23% (the consideration payable in accordance with this Section 3.1, the “Aggregate Merger Consideration”). Each holder of Company Common Stock, other than Dissenting Shares, shall be entitled to receive, for each share of Company Common Stock held immediately prior to the Effective Time (including any shares of Company Common Stock issued as a result of the Preferred Stock Conversion provided for in Section 6.20), a number of shares of Parent Common Stock equal to the Aggregate Merger Consideration divided by the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by including (iix) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock issued as a result of the Preferred Stock Conversion provided for in Section 6.20, (y) the number of shares of Company Common Stock underlying all of the Company Options and Company RSUs (including any Company Preferred Stock Options and Company Preferred RSUs subject to the Preferred Stock Conversion) outstanding immediately prior to the Effective Time and (z) the Company Reserved Shares) (the portion of the Aggregate Merger Consideration payable per share of Company Common Stock, the “Per Share Merger Consideration”). All Company Shares that have been converted into the right to receive the Aggregate Merger Consideration as provided in this Section 3.1 shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder the holders of a certificate representing any certificates that immediately prior to the Effective Time represented such shares Company Shares (“Certificates”) or of non-certificated Company Common Stock Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except to such Company Shares other than the right to receive the Per Share Merger Consideration and any cash the right to receive, pursuant to Section 3.2(d), cash, if any, in lieu respect of fractional shares of Parent Common Stock into which such Company Shares have been converted and any then-unpaid dividend or other distribution, which was previously approved by the Company, with respect to be issued or paid such Company Shares having a record date before the Effective Time (in consideration therefor upon surrender of such certificate in accordance with Section 2.02each case, without interestless any applicable withholding Taxes).

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)1.8 and Section 2.1(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held (x) in the Company's treasury or (y) directly or indirectly by Public or the Company or any of their respective Subsidiaries (as defined below)) (including all shares of Series A-1 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-1 Preferred Stock") and Series A-2 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-2 Preferred Stock" and together with the Series A-1 Preferred Stock, the "Company Preferred Stock") which shall have been converted into Company Common Stock immediately prior to be canceled the Effective Time in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below5(b)(ii) of Parent Common Stock the respective Certificates of Designations (each, a "Certificate of Designations") with respect thereto) shall, by virtue of this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into 0.1594 shares (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging PeriodExchange Ratio") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Public Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividendStock. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such All shares of Company Common Stock converted into Public Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each, a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) certificates evidencing the Per Share Merger Consideration number of whole shares of Public Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Public Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor therefore upon the surrender of such certificate Certificates in accordance with Section 2.022.1 hereof, without interestany interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Preferred Stock, Company Options, Company Warrants or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including, without limitation, as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance or expiration after the date of this Agreement of options, warrants or other rights to purchase Company Common Stock or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Notwithstanding anything to the contrary, in no event shall the aggregate number of shares of Public Common Stock issued (i) at the Effective Time pursuant to this Section 1.4(a) and (ii) upon the exercise of all options, warrants or other rights to purchase Company Common Stock assumed by Public pursuant to this Agreement, exceed 13,500,000.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) and Section 9.1(h) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be canceled of Company Common Stock held in accordance with Section 2.01(b))the Company's treasury, divided (y) shares of Company Common Stock held directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided(except for Trust Account Shares and DPC shares, however, that as such terms are defined in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"Section 1.4(b) hereof), then the Per Share Merger Consideration shall mean the highest number or (after taking into account the rounding provision of this sentencez) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued pursuant to the Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for 2.0 (two) shares (the "Exchange Ratio") of the common stock, par value $2.50 per share, of Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject to Section 2.02(e), ----------------------------------- each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") Stock equal to the quotient, rounded Exchange Ratio (the "Merger Consideration"). The "Exchange Ratio" means the quotient obtained by dividing $61.00 by the Average Closing Price and rounding to the nearest thousandth1/10,000; provided, or if there that, except as set forth in -------- the following proviso, the Exchange Ratio shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued less than 0.5823 or greater than 0.7117; and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, howeverfurther, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 -------- ------- Average Closing Price (the "Maximum Number of Shares")i) is less than $73.07, then the Per Share Merger Consideration Exchange Ratio shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied quotient obtained by dividing $52.00 by the Outstanding Number exceeding 110,000,000Average Closing Price and rounding to the nearest 1/10,000 or (ii) is greater than $118.81, then the Exchange Ratio shall mean the quotient obtained by dividing $69.18 by the Average Closing Price and rounding to the nearest 1/10,000. The "Market Average Closing Price" shall be an amount equal to the average per share closing price of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock Stock, as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) Transaction Tape for the 15 consecutive full NYSE 20 trading days (ending with the "Averaging Period") second trading day immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the CompanyShareholders Meeting. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange or similar transaction.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to x) from the proviso to this sentence and to Section 9.02Company, 0.20 (the "Per Share Merger ConsiderationNewco Exchange Ratio") of duly authorized, a validly issued, fully paid and nonassessable shares of Newco Common StockStock (the "Split-Off Consideration") and (y) from Parent, par value $1.00 per sharea number of validly issued, fully paid and nonassessable share of Parent ("Parent Common Stock") Stock equal to the quotientParent Exchange Ratio (the "Merger Consideration"). The Split-Off Consideration and the Merger Consideration are collectively referred to as the "Closing Consideration". For purposes of this Agreement, "Parent Exchange Ratio" means the quotient (rounded to the nearest thousandth, or if there shall not be a 1/10,000) determined by dividing $35.00 by the average (rounded to the nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number"1/10,000) of shares of Company Common Stock issued and outstanding immediately prior the volume weighted averages (rounded to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (iinearest 1/10,000) of the Market Price (as defined below) trading prices of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 New York Stock Exchange (the "Maximum Number of SharesNYSE"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative Bloomberg Financial Markets (or such other source mutually selected by to which Parent and the Company) Company may agree), for each of the 15 20 consecutive full NYSE trading days (ending with the "Averaging Period") third trading day immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the CompanyTime. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Closing Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of fractional shares of Parent Common Stock and Newco Common Stock to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(e), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time (i) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction or (ii) Parent shall have established the record date for such a change and such record date occurs prior to the Effective Time, the Parent Exchange Ratio shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Conversion of Company Common Stock. Subject to Section 2.02(e)Each share of common stock, each par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to SECTION 1.6(c) hereof, will be canceled and extinguished and automatically converted (subject to SECTION 1.6(f) and SECTION 1.6(g) hereof) into the right to receive, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in SECTION 1.7 hereof (other than shares to be canceled or in accordance with Section 2.01(bthe case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in SECTION 1.9 hereof)) shall be converted into the right to receive , that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger ConsiderationEXCHANGE RATIO") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 0.001 per share, of Parent ("Parent Common StockPARENT COMMON STOCK") ), equal to A divide by (B+C) Where: A = 2,960,000; PROVIDED, HOWEVER, in the quotient, rounded event all of the outstanding shares of Series B Preferred Stock (as defined in SECTION 1.6(b)) are not converted into shares of Company Common Stock at or prior to the nearest thousandthEffective Time, or if there and the holders of any shares of Series B Preferred Stock elect to receive the Preferred Cash Consideration (as defined in SECTION 1.6(b) hereof) in exchange for each shares of Series B Preferred Stock in accordance with the Company's Certificate of Designation of Series B Preferred Stock and pursuant to SECTION 1.6(b) hereof, then A above shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of equal: (x) 2,960,000 minus (y) (A) $1,550,000,000 80.00, multiplied by (B) the number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time, divided by (yC) the number average closing price of one share of Parent Common Stock for the five (5) most recent days that Parent Common Stock has traded ending on the trading day immediately prior to the Effective Time, as reported on the New York Stock Exchange ("NYSE") Composite Transaction Tape (the "Outstanding NumberAverage Trading Price") ). B = the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including (i) the number of shares of Company Common Stock issued upon the conversion of any shares of Series B Preferred Stock converted at or prior to the Effective Time, and (ii) any shares of Company Common Stock issued upon the exercise of all purchase rights outstanding under the ESPP pursuant to SECTION 5.8(b) hereof) other than those shares of Company Common Stock to be canceled pursuant to SECTION 1.6(c) hereof; and C = the number of shares of Company Common Stock issuable upon the exercise of Company Stock Options (as defined in accordance with Section 2.01(bSECTION 1.6(d) hereof) outstanding immediately prior to the Effective Time (whether vested or unvested) (including those options to purchase shares of Company Common Stock which are granted after the date hereof and prior to the Effective Time). For purposes of clarity, assuming (i) that as of the date hereof, there are 1,626,277 shares of Company Common Stock issuable upon the exercise of Company Stock Options outstanding on the date hereof (whether vested or unvested), divided by (ii) that no additional Company Stock Options are granted after the Market date hereof and prior to the Effective Time, and (iii) that the Average Trading Price equals $40.74 (as defined below) i.e., the closing price of Parent Common Stock on the date on which the Effective Time shall occur; providedhereof), however, that (A) in the event that the product all of the Per Share Merger Consideration multiplied by outstanding shares of Series B Preferred Stock were converted into shares of Company Common Stock at or prior to the Outstanding Number would exceed 110,000,000 Effective Time, the Exchange Ratio derived from the foregoing formula set forth in this SECTION 1.6(a) will be 0.536, and (B) in the "Maximum Number event that the none of Shares")the outstanding shares of Series B Preferred Stock were converted into shares of Company Common Stock at or prior to the Effective Time, the Exchange Ratio derived from the foregoing formula set forth in this SECTION 1.6(a) will be 0.578. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then issued in exchange for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer also be outstanding unvested and shall automatically be canceled and retired and shall cease subject to existthe same repurchase option, risk of forfeiture or other condition, and each holder of a certificate the certificates representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to be issued ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or paid other right set forth in consideration therefor upon surrender of any such certificate in accordance with Section 2.02, without interestrestricted stock purchase agreement or other agreement.

Conversion of Company Common Stock. Subject to Section 2.02(e), each (A) Each issued and outstanding share of Company Common Stock held of record by an Accredited Investor (other than (I) shares of Company Common Stock to be canceled cancelled in accordance with Section 2.01(b3.1(a)(ii) and (II) any Dissenting Shares (such shares identified in clauses (I) and (II)) , the “Specified Shares”)), including any Company Restricted Stock held by an Accredited Investor, shall be converted into and shall thereafter represent the right of the holder thereof to receive that the following: (1) a number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") Stock equal to the quotientPer Share Portion multiplied by the Merger Stock Consideration (the “Accredited Investor Closing Stock Consideration”), rounded (2) an amount in cash equal to the nearest thousandth, or if there shall not be a nearest thousandthPer Share Portion multiplied by the Estimated Merger Cash Consideration (the “Accredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the next higher thousandth“Accredited Investor Company Common Stock Closing Consideration”), of (i3) an amount in cash equal to the quotient of Fully Diluted Per Share Portion multiplied by the Additional Merger Consideration (xif any) $1,550,000,000 divided payable pursuant to Section 3.6(f)(iv)(B), and (4) an amount in cash equal to the Fully Diluted Per Share Portion multiplied by the Equityholders’ Representative Account Distribution Amount (yif any) payable pursuant to Section 3.13(b), in each case, without interest (clauses (1) – (4) collectively, the number (“Accredited Investor Company Common Stock Merger Consideration”). At the "Outstanding Number") of Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock Stockholder shall cease to have any rights with respect thereto, to such Company Common Stock except the right to receive (except with respect to the Per Share Specified Shares) the Company Common Stock Merger Consideration Consideration, in each case without interest. For the avoidance of doubt, in no event and notwithstanding any cash in lieu other provision of fractional this Agreement shall Parent be obligated to issue more than 8,655,832.914502 shares of Parent Common Stock in the aggregate pursuant to be issued or paid in consideration therefor upon surrender of such certificate this Agreement, except in accordance with Section 2.023.2(f) (for the avoidance of doubt, without interestthe Non-Accredited Investor Closing Stock Consideration and the cash amount paid pursuant to Section 3.1(b)(ii)(B)(II) shall not be deemed issuances of Parent Common Stock).

Conversion of Company Common Stock. Subject As of immediately prior to Section 2.02(e)the Effective Time, each all shares of then otherwise unvested restricted Company Common Stock other than Forfeited Stock (as defined below) issued and then outstanding share under any Company Equity Incentive Plan shall be fully vested (such shares of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into that vest as of the right to receive that number (subject to the proviso to this sentence and to Section 9.02Effective Time, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common “Vested Restricted Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares ”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Excluded Shares, Dissenting Shares and other than each outstanding (but otherwise unvested) share of restricted Company Common Stock issued under the Company’s Amended and Restated 2003 Stock Incentive Plan, as amended, that is subject to be canceled performance-based vesting and which would not otherwise vest in accordance with Section 2.01(b)), divided by (ii) the Market Price (its terms as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"“Forfeited Stock”), then ) shall automatically be converted into the Per Share Merger Consideration shall mean right to receive cash in an amount equal to the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the CompanyMerger Consideration. As of the Effective Time, all such shares of Forfeited Stock shall be forfeited and cancelled without action required by any Person and without consent of the holders thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor. As of the Effective Time, all shares of Company Common Stock then issued and outstanding shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry shares (“Book-Entry Shares”) representing any such shares of Company Common Stock shall cease to have any rights with respect theretoto such shares, except except, in all cases, the right to receive (other than with respect to Excluded Shares, Dissenting Shares and Forfeited Stock) the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor Merger Consideration, without interest, upon surrender of such certificate Certificate or Book-Entry Shares in accordance with Section 2.02, without interest2.1(h).

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 2.00 per share, of Parent the Company ("Parent “Company Common Stock") equal to the quotient”), rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (x) held in the Company’s treasury, (y) held by stockholders (the “Dissenting Stockholders”) duly exercising appraisal rights, if any, pursuant to be canceled N.J.B.A. §17:9A-140. and (z) held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined in accordance with Section 2.01(b3.3(a) hereof) (except for Trust Account Shares and DPC Shares (as such terms are defined in Section 1.4(b) hereof)), divided shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for one share (ii) the Market Price (as defined below“Exchange Ratio”) of the common stock, par value $0.01 per share, of Parent (“Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product Stock”). All of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Parent Common Stock pursuant to this Section 1.4(a) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each, a certificate “Certificate”) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Parent Common Stock and (ii) the cash in lieu of any fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock to shall be issued changed into a different number or paid in consideration therefor upon surrender class of such certificate in accordance shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with Section 2.02a record date within said period, without interestthe Exchange Ratio shall be appropriately and equitably adjusted.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding out standing immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided of Company Common Stock held directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of Parent Common Stock this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into and exchangeable for 1.18 shares (the "Maximum Number Exchange Ratio") of Sharesthe common stock, par value $5.00 per share, of Buyer ("Buyer Common Stock"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average All of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestwith out any interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject Each share (including the associated rights (the “Company Rights”) pursuant to Section 2.02(ethe Rights Agreement (the “Company Rights Agreement”), each issued dated September 17, 2013, by and outstanding between the Company and Computershare Trust Company, N.A., as Rights Agent) (a “Company Share”) of the Company’s common stock, $0.01 par value per share of (the “Company Common Stock (other than shares to be canceled in accordance with Section 2.01(bStock”)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) any Company Shares that are subject to the provisions of Section 2.1(b) and (ii) any Company Shares that are held by Dissenting Stockholders, which are subject to Section 2.3 (such Company Shares described in clauses (i) and (ii), “Exempted Company Shares”)) shall be converted into the right to receive (A) $32.50 in cash, payable to the holder thereof, without interest (the “Initial Cash Merger Consideration”), (B) one contingent value right to receive, subject to the terms of the Casa Ley CVR Agreement, the Casa Ley CVR Payment Amount (such right, a “Casa Ley CVR”); provided, that (1) in the event that the Entire Casa Ley Sale is consummated prior to the Closing, the holder of such Company Share shall be entitled to receive, in lieu of the Casa Ley CVR (or, in the event of an Entire Casa Ley Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be canceled paid thereunder, in accordance addition to the Casa Ley CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the Casa Ley Net Proceeds, divided by (y) the number of Closing Company Shares, (2) in the event one or more Partial Casa Ley Sales (that, collectively, do not constitute the Entire Casa Ley Sale) are consummated prior to the Closing, the holder of such Company Share shall be entitled to receive, in addition to the Casa Ley CVR, an amount in cash equal to the quotient of (x) the Partial Casa Ley Net Proceeds with respect to such Partial Casa Ley Sale(s) divided by (y) the number of Closing Company Shares and (3) in the event that the Entire Casa Ley Sale or any Partial Casa Ley Sale is consummated prior to the Effective Time, the holder of such Company Share shall be entitled to receive an amount in cash equal to the quotient of (x) the product of (A) any cash amounts received (without duplication of any amounts paid to the Company or any Company Subsidiary in connection with any Entire Casa Ley Sale or Partial Casa Ley Sale) by the Company or any Company Subsidiary from and after January 1, 2014 and prior to the Closing as a dividend or distribution due to its direct or indirect ownership of Equity Interests in Casa Ley and (B) 60.75%, divided by (y) the number of Closing Company Shares (such cash payable pursuant to (1), (2) and/or (3) of this proviso, (the “Casa Ley Cash Consideration”), (C) one contingent value right to receive, subject to the terms of the PDC CVR Agreement, the PDC CVR Payment Amount (such right, a “PDC CVR”); provided, that (1) in the event that the Entire PDC Sale is consummated prior to the Closing and PDC repays all outstanding amounts due under the Company-PDC Loans, the holder of such Company Share shall be entitled to receive, in lieu of the PDC CVR (or, in the event of an Entire PDC Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be paid thereunder, in addition to the PDC CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the PDC Net Proceeds remaining after repayment in full and termination of the Company-PDC Loans pursuant to Section 2.01(b)5.4(c), divided by (iiy) the Market Price number of Closing Company Shares, (as defined below2) in the event that one or more Partial PDC Sales (that, collectively, do not constitute the Entire PDC Sale) are consummated prior to the Closing and PDC repays the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, the holder of Parent Common Stock on such Company Share shall be entitled to receive, in addition to the date on which PDC CVR, an amount in cash equal to the Effective Time shall occur; providedquotient of (x) the Partial PDC Net Proceeds with respect to such Partial PDC Sales remaining after repayment of the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, howeverdivided by (y) the number of Closing Company Shares, that and (3) in the event that the product Entire PDC Sale or any Partial PDC Sale is consummated, the holder of such Company Share shall be entitled to receive an amount in cash equal to the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 quotient of (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentencex) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if any amounts received by the Board Company or any Company Subsidiary prior to the Closing as dividends or distributions paid from the operating earnings of Directors PDC due to its direct or indirect ownership of Parent declares a dividend on PDC (without duplication of any amounts paid to the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")Company or any Company Subsidiary in connection with any Entire PDC Sale or Partial PDC Sale) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) 60.75% divided by (y) the number of Closing Company Shares (such cash payable pursuant to (1), (2) and/or (3) of this proviso, the “PDC Cash Consideration”) and (D) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock Closing shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to not have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.occurred on

Conversion of Company Common Stock. Subject to Section 2.02(eSections 2.1(b) and 2.1(d), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 two and one-twelfth cents per share, of Parent the Company ("Parent Common Stock"together with the associated rights under the Rights Agreement (as hereinafter defined)) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (such shares and associated rights, collectively, "COMPANY COMMON STOCK," and each, a "SHARE"), other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price any Cancelled Shares (as defined belowdefined, and to the extent provided in, Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent the right to receive the combination of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that (x) $40.00 in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 cash without interest (the "Maximum Number PER SHARE CASH AMOUNT") and (y) 0.5118 of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per a share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orvalidly issued, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an exnon-dividend date (based on "regular way" trading on the NYSE of assessable shares of Parent Common Stock (as hereinafter defined) (the "Ex-DateEXCHANGE RATIO"), subject to adjustment in accordance with Section 2.1(d) that occurs during the Averaging Period, then for purposes of computing the Market Price(collectively, the closing price on "MERGER CONSIDERATION"). All Shares that have been converted into the Ex-Date and any trading day right to receive the Merger Consideration as provided in the Averaging Period after the Ex-Date will this Section 2.1 shall be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder the holders of a certificate representing any certificates which immediately prior to the Effective Time represented such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive (i) the Per Share Merger Consideration Consideration, (ii) any dividends and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate other distributions in accordance with Section 2.022.2(h) and (iii) any cash to be paid in lieu of any fractional share of Class A common stock of Parent, without interestpar value $.01 per share ("PARENT COMMON STOCK" PROVIDED that "Parent Common Stock" shall mean the Class A common stock, par value $.01 per share, of the Surviving Corporation following the Effective Time) in accordance with Section 2.3.

Conversion of Company Common Stock. Subject to Section 2.02(e), each Each issued and outstanding share of Company Common Stock (other than (A) shares of Company Common Stock to be canceled cancelled in accordance with Section 2.01(b3.1(a)(ii) and (B) the Appraisal Shares (such shares identified in clauses (A) and (B)) , the “Specified Shares”)), shall be converted into and shall thereafter represent the right of the holder thereof to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") an amount in cash equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandthfollowing (collectively, the next higher thousandth, of “Company Common Stock Merger Consideration”): (i1) the quotient Per Share Portion of the Estimated Merger Consideration payable as provided in Section 3.2 (x) $1,550,000,000 divided by the “Company Common Stockholder Closing Consideration”), (y2) the number Per Share Portion of the Additional Consideration (if any), and (3) the "Outstanding Number") Per Share Portion of the Holdback Remainder Consideration, in each case, without interest. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock Stockholder shall cease to have any rights with respect thereto, to such Company Common Stock except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Company Common Stock Merger Consideration. For the avoidance of doubt, at the Effective Time, each Rollover Share shall be automatically and cancelled and retired and no consideration under this Agreement shall be delivered in exchange therefor; it being agreed and acknowledged that the securities of Ultimate Parent issued to be issued Xxxxxx Trust in exchange for the Rollover Shares in connection with the Rollover constitute the only consideration paid or paid payable in consideration therefor upon surrender respect of such certificate the Rollover Shares in accordance connection with Section 2.02, without interestthe transactions contemplated by this Agreement.

Conversion of Company Common Stock. Subject to Section 2.02(e2.2(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)2.1(b) shall and Dissenting Shares that are owned by Dissenting Stockholders that have properly exercised appraisal rights pursuant to Section 262 of the DGCL) will be converted into the right to receive that (i) a number (subject to the proviso to this sentence and to Section 9.02of fully paid, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable non-assessable shares of Common Stockcommon stock, no par value $1.00 per sharevalue, of Parent ("“Parent Common Stock"”) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number Exchange Ratio (the "Outstanding Number") of shares of Company Common “Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)Consideration”), divided by and (ii) $10.725 in cash without interest from Parent (the Market Price (as defined below) of Parent Common “Cash Consideration” and, together with the Stock on Consideration, the date on which “Merger Consideration”). The “Exchange Ratio” shall be equal to the Effective Time shall occurStock Value divided by the Closing VWAP; provided, however, that the Exchange Ratio shall be less than the Maximum Exchange Ratio. If the Exchange Ratio would have been equal to or greater than the Maximum Exchange Ratio but for the proviso in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares")previous sentence, then the Per Share Company may, in its sole discretion, require that, in lieu of the Stock Consideration, Parent make a cash payment in an amount equal to the Stock Value (as calculated below) in addition to the Cash Consideration (the “Cash Election”), and the term Merger Consideration shall mean include this cash payment as opposed to the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000Stock Consideration. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of All Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any that immediately prior to the Effective Time represented such shares of Company Common Stock (“Company Certificate”) shall thereafter cease to have any rights with respect theretoto such Company Common Stock, except the right to receive the Per Share Merger Consideration to be issued in consideration therefor and any cash dividends or other distributions to which holders of Company Common Stock become entitled in lieu accordance with this Article II upon the surrender of fractional shares such Company Certificate. “Stock Value” means the sum of (x) $3.575 plus (y) 0.25 multiplied by the Post-Signing VWAP minus (z) 0.25 multiplied by $13.4329; provided, however, that the Stock Value shall not be less than $3.475 or greater than $4.275. “Closing VWAP” means the volume weighted average price of Parent Common Stock for the 20 consecutive Trading Days in the period ending on the Trading Day immediately prior to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02the Closing Date, without interest.as reported by Bloomberg, Inc. “Maximum Exchange

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)1.8, Section 2.2(e) and Section 9.1(g) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be canceled of Company Common Stock held in accordance with Section 2.01(b))the Company's treasury, divided by (ii) unallocated shares of Company Common Stock held in the Market Price Company's Recognition and Retention Plans and related trusts, and (iii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company, Parent or the holder thereof, cease to be outstanding and shall be converted into and become the right to receive, at the election of the holder thereof as provided in Section 1.5, either: (i) a number of shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith) equal to the Final Exchange Ratio, or (ii) cash in an amount equal to the Per Share Consideration. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock, (ii) all unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares, and shares of Parent Common Stock on which are similarly held, whether held directly or indirectly by Parent or the date on Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which the Effective Time shall occur; providedare similarly held, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the being referred to herein as "Maximum Number of DPC Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision be cancelled and shall cease to exist and no stock of this sentence) that would not result Parent or other consideration shall be delivered in the product of such number multiplied by the Outstanding Number exceeding 110,000,000exchange therefor. The "Market Price" All shares of Parent Common Stock on that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent, (c) On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights as stockholders of the Company, except the right to receive the consideration set forth in this Article I (the "Merger Consideration") for each such share held by them. (d) If, between the date means of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, appropriate adjustments shall be made to the Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio and the Final Exchange Ratio. (e) For purposes of this Agreement the following terms shall (subject to Section 9.1(g)) have the meanings indicated: "Aggregate Cash Consideration" shall mean the product obtained by multiplying (x) the Outstanding Shares Number by (y) $20.25. "Aggregate Merger Consideration" shall mean the sum of (x) the Aggregate Cash Consideration and (y) the Aggregate Stock Consideration. "Aggregate Stock Consideration" shall mean (w) 0.5 multiplied by (x) the Outstanding Shares Number multiplied by (y) the Average Closing Price multiplied by (z) the Preliminary Stock Ratio. "Average Closing Price" shall mean the average of the daily closing sale prices per share of for Parent Common Stock as reported on the NYSE Composite Transactions List National Association of Securities Dealers Automated Quotation/National Market System ("NASDAQ/ NMS") (as reported by the The Wall Street Journal Journal, or, if not reported thereby, by another authoritative source mutually selected by Parent and source, during the Companyten (10) for consecutive trading-day period during which the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading are traded on the NYSE of shares of Parent Common Nasdaq Stock Market National Market System (the "Ex-DateNasdaq")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price ending on the Ex-Date and any trading tenth business day in immediately prior to the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the anticipated Effective Time. "Final Exchange Ratio" shall mean the quotient, all such rounded to the nearest ten-thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price. "Outstanding Shares Number" shall mean shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. "Per Share Consideration" shall no longer mean the quotient obtained by dividing the Aggregate Merger Consideration by the Outstanding Shares Number. "Preliminary Stock Ratio" shall mean the quotient, rounded to the nearest ten-thousandth obtained by dividing $40.50 by the Average Closing Price provided, that (i) if the Average Closing Price is equal to or greater than $31.05, the Preliminary Stock Ratio shall be outstanding and shall automatically be canceled and retired and shall cease to exist1.3043 (the "Minimum Stock Ratio"), and each holder of a certificate representing any such shares of Company Common (ii) if the Average Closing Price is equal to or less than $22.95, the Preliminary Stock Ratio shall cease to have any rights with respect thereto, except be 1.7647 (the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common "Maximum Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.Ratio"). 1.5

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockcommon stock, par value $1.00 0.01 per share, of Parent the Company (the "Parent Company Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled of Company Common Stock held (x) in accordance with Section 2.01(b)), divided the Company's treasury or (y) directly or indirectly by (ii) Buyer or the Market Price Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of Parent Common Stock this Agreement and without any action on the date on which the Effective Time shall occur; provided, however, that in the event that the product part of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 holder thereof, be converted into and exchangeable for 1.19 shares (the "Maximum Number of SharesExchange Ratio"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices common stock, par value $2.50 per share share, of Parent Buyer ("Buyer Common Stock as reported on Stock") (together with the NYSE Composite Transactions List number of Buyer Rights (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Companydefined in Section 4.2 hereof) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"associated therewith)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes All of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock converted into Buyer Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Buyer Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Parent Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt- up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject to Section 2.02(e)Sections 2.2 ---------------------------------- through 2.4 below, each issued and outstanding share of Company Common Stock (other than shares Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall cease to be canceled in accordance with Section 2.01(b)) outstanding and shall be converted into and represent the right to receive that receive: (i) the number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, Stock rounded to the nearest thousandth, or if there shall not be ten-thousandth of a nearest thousandth, the next higher thousandth, of (i) share equal to the quotient of obtained by dividing (x) $1,550,000,000 divided Three Million Two Hundred Thousand (3,200,000) shares of Parent Common Stock by (y) the number of "Company Common Stock Equivalents" (as defined below) outstanding at the Effective Time (the "Outstanding NumberExchange Ratio"); provided, however, that an aggregate of ten percent (10%) of the shares of Parent Common Stock otherwise issuable to Shareholder upon conversion of Shareholder's shares of Company Common Stock shall be placed in an escrow (the "Escrow Shares") with Chicago Title Company as Escrow Agent pursuant to the terms of an Escrow Agreement (as more fully discussed in Section 9.6). "Company Common Stock Equivalents" shall mean the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by plus (ii) the Market Price (as defined below) number of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer required to be reserved for issuance upon the exercise of any Company options, warrants or other convertible instruments outstanding at the Effective Time (regardless of the degree to which such options, warrants and other convertible instruments may then be vested or exercisable). All shares of Company Common Stock, when so converted upon the Merger, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.022.3, without interest.

Conversion of Company Common Stock. Subject to Section Sections 2.01(d), 2.01(b) and 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of 0.51 Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number ADSs (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of SharesExchange Ratio"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder (including, for avoidance of doubt, the Company Trust) of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest. The Parent ADSs to be issued upon the conversion of shares of Company Common Stock pursuant to the terms of this Agreement and cash to be delivered in lieu of fractional Parent ADSs that would otherwise be issued upon the conversion of shares of Company Common Stock as contemplated by Section 2.02(e) are referred to collectively as "Merger Consideration". In no event shall Parent be obligated to issue (but may issue, if Parent so elects) an aggregate number of Parent Ordinary Shares or Parent ADSs in connection with the Transactions in excess of 27,000,000 (the "Maximum Number") in either case. Notwithstanding anything to the contrary in this Agreement (including Section 5.01(a)), the Company shall not issue any shares of Company Common Stock, options, equity securities or securities convertible or exchangeable into or exercisable for equity securities, to the extent that any such issuance would result (by way of conversion of such securities by the Merger into the right to receive Parent ADSs) in Parent being obligated to issue an aggregate number of Parent Ordinary Shares or Parent ADSs in connection with the Transactions in excess of the Maximum Number in either case, unless and to the extent Parent elects to do so.

Conversion of Company Common Stock. (a) Subject to Section 2.02(e2.2(e), each issued and outstanding share of Company Common Stock the voting common stock, $1.00 par value per share (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of “Voting Common Stock”) and non-voting common stock, $1.00 par value $1.00 per shareshare (“Non-Voting Common Stock”), of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)collectively, “Company Common Stock”), divided by except for (iii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock owned by Company as treasury stock or owned by Company or Purchaser or a Subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and (ii) Appraisal Shares, shall be converted into the right to receive the following, without interest: (i) 1.115 shares (the “Exchange Ratio”) of the common stock, $0.01 par value per share, of Purchaser (the “Purchaser Common Stock”); it being understood that upon the Effective Time, the Purchaser Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common shares of the Surviving Corporation (the “Stock Consideration”); and (ii) $5.36 in cash, subject to any applicable adjustment pursuant to Section 1.4(d) (the “Per Share Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). (b) All of the shares of Company Common Stock converted into the right to receive Purchaser Common Stock and cash pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each holder certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of a certificate shares of Company Common Stock) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the number of whole shares of Purchaser Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) the Per Share Merger Consideration and Cash Consideration, without any interest thereon, (iii) cash in lieu of fractional shares which the shares of Parent Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to this Section 1.4 and Section 2.2(e), without any interest thereon and (iv) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form representing whole shares of Purchaser Common Stock (together with the Per Share Cash Consideration, any dividends or distributions with respect thereto and cash in lieu of fractional shares issued or paid in consideration therefor therefor) upon the surrender of such certificate Certificates in accordance with Section 2.02, without interest.with

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) and Section 9.1(g) hereof, each share of the common stock, no par value, of the Company (the "Company Common Stock") issued and outstanding share immediately prior to the Effective Time (other than Dissenting Shares (as defined herein) and other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares to be canceled as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in accordance with Section 2.01(b1.4(b) hereof)) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive that number and exchangeable for 1.17 shares (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger ConsiderationExchange Ratio") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stockthe common stock, par value $1.00 2.50 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) together with the number of Parent Rights (as defined in Section 5.2 hereof) associated therewith). All of the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of converted into Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of pursuant to this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Parent Common Stock and any (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock to be and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Subject (a) At the Effective Time, subject to Section 2.02(e)2.2(e) hereof, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock, par value $1.00 .01 per share, of Parent the Company (the "Parent Class A Common Stock") equal to and each share of the quotientClass B Common Stock, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandthpar value $.01 per share, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number Company (the "Outstanding NumberClass B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price Dissenting Shares (as defined belowin Section 1.3(b) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentencehereof) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such other than shares of Company Common Stock owned directly or indirectly by Parent or the Company (except for shares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for .9085 shares (the "Exchange Ratio") of the common stock, par value $2.00 per share, of Parent (together with the number of Parent Rights (as defined in Section 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into Parent Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificate (each a certificate "Certificate") previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter only represent the right to receive (i) the Per Share Merger Consideration number of whole shares of Parent Common Stock and any (ii) the cash in lieu of fractional shares of Parent Common Stock into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Agreement. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued or paid in consideration therefor upon the surrender of such certificate Certificates in accordance with Section 2.022.2 hereof, without interestany interest thereon. If prior to the Effective Time, Parent should split or combine the Parent Common Stock, or pay a dividend or other distribution in the Parent Common Stock, then the Exchange Ratio shall be appropriately adjusted to reflect such split, combination, dividend or distribution. At the Effective Time, all shares of Company Common Stock owned directly or indirectly by Parent or the Company (except for shares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties)) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. Subject to Section 2.02(e2.2(e), each issued and outstanding share of Company Common Stock (Stock, other than (i) shares to be canceled in accordance with Section 2.01(b2.1(a) and (ii) as set forth in paragraph (c) below, shares that have not been voted in favor of the approval of this Agreement and with respect to which dissenters' rights shall have been perfected in accordance with Section 351.455 of the GBCL ("DISSENTERS' SHARES")) , shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") a fraction of duly authorized, validly issued, a fully paid and nonassessable shares share of Acquiror Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") Stock equal to the quotientConversion Number (the "MERGER CONSIDERATION"). The term "CONVERSION NUMBER" shall mean a number, rounded expressed to three decimal places, equal to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, fraction of (i) the quotient of $570,000,000 less (x) $1,550,000,000 divided by (yA) the number amount of any Funded Debt of the Company and the Branded Subsidiary as of the Effective Time and (B) the "Outstanding Number") amount required to be paid by the Company to the holders of shares of Company Common Stock issued and outstanding immediately prior the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)the "RIGHTS PAYMENT"), divided by (ii) the Market Price product of (as defined belowA) the Average Value of Parent Acquiror Common Stock multiplied by (B) the number of shares of Company Common Stock outstanding immediately before the Effective Time. The term "FUNDED DEBT OF THE COMPANY" shall mean, without duplication, (i) the Company's 8 3/4% Notes due September 15, 2004 (the "NOTES") (which shall be valued at their face value, plus any accrued and unpaid interest thereon as of the Closing Date), (ii) any amounts outstanding under any bank credit facility of the Company or the Branded Subsidiary, (iii) all other indebtedness of the Company or the Branded Subsidiary for borrowed money, and (iv) any other indebtedness of the Company or the Branded Subsidiary that is evidenced by a note, bond or similar security. The amount of any Funded Debt of the Company referred to in the foregoing clauses (ii), (iii) and (iv) shall be the face value thereof, plus any accrued and unpaid interest thereon as of the Closing Date, plus an amount, if any, on an after-tax basis, equal to (i) the date on which face value thereof, multiplied by (ii)(A) the number of days, if any, following the Effective Time during which such Funded Debt of the Company is not payable or prepayable without premium or penalty divided by (B) 365, multiplied by (iii)(A) the applicable annual interest rate of such Funded Debt minus (B) the annual interest rate applicable to debt of Acquiror having a maturity equal to the number of days referred to in clause (ii)(A) of this sentence (such rate to be reasonably agreed upon by Lehmxx Xxxthers Inc. and Dillxx Xxxd & Co., Inc.). The term "AVERAGE VALUE OF ACQUIROR COMMON STOCK" shall occurmean the volume-weighted average of the prices per share of Acquiror Common Stock for all trades reported on the New York Stock Exchange Inc. ("NYSE") during the 10 trading days immediately preceding the last business day before the date of the Effective Time; provided, however, that if, on any such day, there has been any suspension of trading, the imposition of any NYSE market circuit breakers or any delay in the event that opening of trading, in any such case affecting the product trading of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Acquiror Common Stock on any date means the average NYSE, such day shall be excluded and the measurement period for the determination of the daily closing prices per share Average Value of Parent Acquiror Common Stock as reported on shall be the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE 10 trading days (the "Averaging Period") immediately preceding the third full NYSE trading last business day prior to such date; provided that (A) if before the Board date of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of which no such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Companyevent shall have occurred. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Common Stock shall cease to have any A-3 4 rights with respect thereto, except the right to receive the Per Share Merger Consideration shares of Acquiror Common Stock and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.022.2, without interest.interest thereon. (c)

Conversion of Company Common Stock. Subject to Section 2.02(e)Sections 2.02 and 2.03, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b))) and, divided by except as provided in Section 2.03, any shares of Company Common Stock the holder of which (i) has not voted in favor of approval of the Merger and adoption of the Plan of Merger; (ii) has demanded and perfected such holder’s right to dissent from the Market Price Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA; and (iii) as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 has not effectively withdrawn or lost such dissenter’s rights (the "Maximum Number of “Dissenting Shares"”)) shall be converted into the right to receive $72.10 in cash, then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days without interest (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date"“Merger Consideration”)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration. Notwithstanding the foregoing, if between the date of this Agreement and any cash in lieu of fractional the Effective Time the outstanding shares of Parent Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Company Common Stock will be appropriately adjusted to be issued or paid in consideration therefor upon surrender provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such certificate in accordance with Section 2.02, without interestevent.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b))) shall be converted into the right to receive that number of validly issued, divided by (ii) the Market Price (as defined below) fully paid and nonassessable shares of Parent Common Stock on equal to the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 Exchange Ratio (the "Maximum Number of SharesMerger Consideration"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Exchange Ratio" means the quotient obtained by dividing $2.72 by the Average Closing Price and rounding to the nearest 1/10,000. The "Average Closing Price" shall be an amount equal to the average per share closing price of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock Stock, as reported on the NYSE New York Stock Exchange, Inc. (the "NYSE") Composite Transactions List Tape (as reported by the The Wall Street Journal (Northeast edition), or, if not reported thereby, by another any other authoritative source mutually selected by Parent and source) (the Company"NYSE Composite Transactions Tape") for the 15 consecutive full NYSE 20 trading days (ending with the "Averaging Period") second trading day immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Closing Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(e), without interest.. Notwithstanding the foregoing, if

Conversion of Company Common Stock. Subject to Section 2.02(e)At the Effective Time, by virtue of the Merger and without any other action on the part of the holder thereof: each issued and outstanding share Share of Company Common Stock outstanding immediately prior to the Effective Time (other than shares Shares to be canceled in accordance with Section 2.01(b3.01 (a)(iii) below and Dissenting Shares (as defined in Section 3.02 below)) shall be converted into the right to receive that number (subject the Offer Price, net to the proviso to this sentence and to Section 9.02seller in cash, without interest (the "Per Share Merger Consideration") ), upon the surrender of duly authorized, validly issued, fully paid the certificate representing such Share; and nonassessable shares each share of Common Stock, par value $1.00 per share, common stock of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and Purchaser outstanding immediately prior to the Effective Time (other than shall be converted into and become such number of fully paid and non-assessable shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product common stock of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock Surviving Corporation as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior is equal to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE aggregate number of shares of Parent Common Stock that would be subject to any Options (the "Ex-Date")as hereinafter defined) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period remain outstanding after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all if any, plus (B) one, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and each Share of Company Common Stock shall no longer be outstanding that is held by the Company in its treasury and all Shares of Company Common Stock that are owned, directly or indirectly, by Parent or the Company or any of their respective Subsidiaries shall automatically be canceled and retired and shall cease to existexist and shall not be converted into the right to receive the Merger Consideration or any other consideration whatsoever. At the Effective Time, and each holder of a certificate representing any such shares holders of Company Common Stock shall cease to be, and shall have any no voting or other rights with respect theretoas, except stockholders of the right Company, other than to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time. From and after the Effective Time, there shall be issued or paid in consideration therefor upon surrender no transfers on the stock transfer records of such certificate in accordance with Section 2.02, without interestthe Company of any Shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Conversion of Company Common Stock. Subject to Section 2.02(e)2.02, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) shall be converted into the Market Price (as defined below) right to receive a number of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding nonassessable shares of Parent Common Stock having a record date after equal to the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock Exchange Ratio (the "Ex-Date"“Merger Consideration”)) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such certificate Certificate in accordance with Section 2.02, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by ) shall be converted into the right to receive (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentencei) that would not result in the product number of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal orvalidly issued, if not reported thereby, by another authoritative source mutually selected by Parent fully paid and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of nonassessable shares of Parent Common Stock (the "Ex-DateStock Portion") equal to the quotient determined by dividing $38.00 by the Parent Average Closing Stock Price (as defined below) and rounding the result to the nearest 1/10,000 of a share (the "Exchange Ratio")) , payable upon surrender, in the manner provided in Section 2.02, of the certificate that occurs during the Averaging Periodformerly evidenced such share of Company Common Stock; provided, then for purposes of computing the Market Pricehowever, that if such quotient is less than 1.3167, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date Exchange Ratio will be adjusted by adding thereto 1.3167 and if such quotient is greater than 1.6799, the amount of such dividend Exchange Ratio will be 1.6799, (ii) $42.00 in cash, without interest (the "Cash Portion") and (Biii) if the Board Closing shall not have occurred on or prior to March 31, 2006, an amount in cash equal to $0.0132 per day for each day during the period commencing April 1, 2006 through the date of Directors the Closing (the "Interest Portion"; the Interest Portion, if any, together with the Stock Portion and Cash Portion, being the "Merger Consideration"). For the purposes of this Section 2.01, the term "Parent declares a dividend on Average Closing Stock Price" means the outstanding shares average of the per share closing prices of Parent Common Stock having a record date before on the Effective Time and an Ex-Date that occurs NYSE during the Averaging Period, then for purposes of computing 20 consecutive trading days ending on (and including) the Market Price, date that is three trading days prior to the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes date of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the CompanyClosing. As of At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 2.022.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Subject to Section 2.02(e)3.4, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b3.1(a)) shall be converted into (i) .05703 of one share (the "EXCHANGE RATIO") of Parent's common stock, par value $0.01 per share (including the associated preferred stock purchase rights set forth in the Parent Rights Plan (as defined in Section 5.2), "PARENT COMMON STOCK") or (ii) if the holder of such share has made a Unit Election (as defined in Section 3.2(b)), (A) the quotient of (x) the number of whole Trust Units (as defined in Section 7.13) elected to be received by, and that are allocated to, such holder pursuant to the procedures set forth in Section 3.2 (the "ALLOCATED TRUST UNITS" ) divided by (iiy) the Market Price number of shares of Company Common Stock covered by the Election Form (as defined belowin Section 3.2(a)) for such holder and (B) the fraction of one share of Parent Common Stock on Stock, if any, remaining after reducing the date on which Exchange Ratio by the Effective Time shall occur; provided, however, that in the event that the product quotient of the Per Share Merger Consideration (x) .00054 multiplied by the Outstanding Number would exceed 110,000,000 Allocated Trust Units for such holder and (y) the "Maximum Number number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision shares of this sentence) that would not result in the product of such number multiplied Company Common Stock covered by the Outstanding Number exceeding 110,000,000Election Form for such holder. The "Market Price" Such consideration, together with cash in lieu of Parent Common Stock on any date means the average of the daily closing prices per share fractional shares of Parent Common Stock as reported on the NYSE Composite Transactions List (contemplated by Section 3.4, without interest, is referred to herein as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular wayCOMMON STOCK MERGER CONSIDERATION." trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the Effective Time, all such All shares of Company Common Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each the holder of a certificate representing any such ("COMMON STOCK CERTIFICATE") that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Common Stock Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.02, without interest3.3.

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Each Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Shares to be canceled cancelled in accordance with Section 2.01(b2.1(c) and other than Dissenting Shares) will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d)), divided by the following consideration (iithe “Merger Consideration”), in each case without interest: (i) the Market Price combination (as defined belowsuch election, a “Mixed Election”) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock $52.85 in cash (the "Ex-Date")“Mixed Cash Consideration”) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if 0.6677 validly issued, fully paid and nonassessable Parent Shares (the Board of Directors of Parent declares a dividend on “Mixed Stock Consideration” and together with the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market PriceMixed Cash Consideration, the closing price on any trading day before “Mixed Election Consideration”), (ii) (such election, a “Cash Election”) $88.08 in cash (the Ex-Date will be adjusted by subtracting therefrom “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued, fully paid and nonassessable Parent Shares (the amount “Stock Election Consideration”), in the case of each such dividend. For purposes election, payable to the holder upon surrender of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for Certificate or Book-Entry Share formerly representing such dividend as determined Share in good faith by mutual agreement of Parent accordance with Section 2.2 and the CompanySection 2.3. As of At the Effective Time, all such shares of the Shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration and any Consideration, without interest, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock pursuant to be issued or paid in consideration therefor upon surrender of such certificate in accordance this Section 2.1(a) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.02, without interest2.3(f).

Conversion of Company Common Stock. Subject to Section 2.02(e)Sections 3.2 and 3.5, (i) each issued and outstanding share of common stock (a “Common Share”), par value $0.01 per share, of the Company (“Company Common Stock (other than shares Stock”), outstanding immediately prior to be canceled in accordance with Section 2.01(b)) the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive that number (subject to A) 0.4 (the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration"“Common Stock Exchange Ratio”) of duly authorized, validly issued, fully a fully-paid and nonassessable shares share of Common Stockcommon stock, par value $1.00 0.00002 per share, of Parent ("“Parent Common Stock"”), and (B) equal to 0.012 (the quotient“Series A Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series A Convertible Preferred Stock, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandthpar value $0.00002 per share, of Parent (i“Parent Series A Preferred Stock”), and (ii) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock each issued and outstanding share of preferred stock (a “Preferred Share”), par value $0.01 per share, of the Company (“Company Preferred Stock”), outstanding immediately prior to the Effective Time Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive 0.02 (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below“Series B Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series B Convertible Preferred Stock, par value $0.00002 per share, of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"“Parent Series B Preferred Stock”), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after and Parent Series A Preferred Stock issued to each holder of Common Shares and the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Series B Preferred Stock (issued to each holder of Preferred Shares pursuant to this Section 3.1(a), are hereinafter referred to as the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares “Merger Consideration.” As a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes result of the immediately preceding sentenceMerger, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of at the Effective Time, all such shares each holder of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, Shares and each holder of a certificate representing any such shares of Company Common Stock Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share applicable portion of the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time and any cash in lieu of fractional shares of Parent Common Stock dividends or other distributions payable pursuant to Section 3.6(c), all to be issued or paid paid, without interest, in consideration therefor upon the surrender of such certificate Shares in accordance with Section 2.02, without interest.3.6

Conversion of Company Common Stock. Subject to Section 2.02(e2.2(e), each issued and outstanding share of Company Common Stock (Stock, other than (i) shares to be canceled in accordance with Section 2.01(b2.1(a) and (ii) as set forth in paragraph (c) below, shares that have not been voted in favor of the approval of this Agreement and with respect to which dissenters' rights shall have been perfected in accordance with Section 351.455 of the GBCL ("DISSENTERS' SHARES")) , shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") a fraction of duly authorized, validly issued, a fully paid and nonassessable shares share of Acquiror Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") Stock equal to the quotientConversion Number (the "MERGER CONSIDERATION"). The term "CONVERSION NUMBER" shall mean a number, rounded expressed to three decimal places, equal to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, fraction of (i) the quotient of $570,000,000 less (x) $1,550,000,000 divided by (yA) the number amount of any Funded Debt of the Company and the Branded Subsidiary as of the Effective Time and (B) the "Outstanding Number") amount required to be paid by the Company to the holders of shares of Company Common Stock issued and outstanding immediately prior the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)the "RIGHTS PAYMENT"), divided by (ii) the Market Price product of (as defined belowA) the Average Value of Parent Acquiror Common Stock multiplied by (B) the number of shares of Company Common Stock outstanding immediately before the Effective Time. The term "FUNDED DEBT OF THE COMPANY" shall mean, without duplication, (i) the Company's 8 3/4% Notes due September 15, 2004 (the "NOTES") (which shall be valued at their face value, plus any accrued and unpaid interest thereon as of the Closing Date), (ii) any amounts outstanding under any bank credit facility of the Company or the Branded Subsidiary, (iii) all other indebtedness of the Company or the Branded Subsidiary for borrowed money, and (iv) any other indebtedness of the Company or the Branded Subsidiary that is evidenced by a note, bond or similar security. The amount of any Funded Debt of the Company referred to in the foregoing clauses (ii), (iii) and (iv) shall be the face value thereof, plus any accrued and unpaid interest thereon as of the Closing Date, plus an amount, if any, on an after-tax basis, equal to (i) the date on which face value thereof, multiplied by (ii)(A) the number of days, if any, following the Effective Time during which such Funded Debt of the Company is not payable or prepayable without premium or penalty divided by (B) 365, multiplied by (iii)(A) the applicable annual interest rate of such Funded Debt minus (B) the annual interest rate applicable to debt of Acquiror having a maturity equal to the number of days referred to in clause (ii)(A) of this sentence (such rate to be reasonably agreed upon by Lehmxx Xxxthers Inc. and Dillxx Xxxd & Co., Inc.). The term "AVERAGE VALUE OF ACQUIROR COMMON STOCK" shall occurmean the volume-weighted average of the prices per share of Acquiror Common Stock for all trades reported on the New York Stock Exchange Inc. ("NYSE") during the 10 trading days immediately preceding the last business day before the date of the Effective Time; provided, however, that if, on any such day, there has been any suspension of trading, the imposition of any NYSE market circuit breakers or any delay in the event that opening of trading, in any such case affecting the product trading of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Acquiror Common Stock on any date means the average NYSE, such day shall be excluded and the measurement period for the determination of the daily closing prices per share Average Value of Parent Acquiror Common Stock as reported on shall be the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE 10 trading days (the "Averaging Period") immediately preceding the third full NYSE trading last business day prior to such date; provided that (A) if before the Board date of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of which no such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Companyevent shall have occurred. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Common Stock shall cease to have any A-3 9 rights with respect thereto, except the right to receive the Per Share Merger Consideration shares of Acquiror Common Stock and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.022.2, without interest.interest thereon. (c)

Conversion of Company Common Stock. Subject to Section 2.02(e), each issued and outstanding Each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which the Effective Time shall occur; provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE of shares of Parent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. As of the East/Toucan Effective Time, all such other than any shares of Company Common Stock to be cancelled pursuant to Section 2.03(b)(ii), shall no longer be automatically converted into and become the right to receive a number (rounded to the nearest ten-thousandth of a share) of validly issued, fully paid and nonassessable shares of Holdco Common Stock equal to the East/Toucan Exchange Ratio (the “Toucan Per Share Merger Consideration”). From and after the East/Toucan Effective Time, except as otherwise provided herein, all shares of Company Common Stock outstanding and immediately prior to the East/Toucan Effective Time shall automatically be canceled and retired cancelled upon their conversion and shall cease to exist, exist and each holder of a certificate representing any such of Company Common Stock (the “Company Certificates”, together with the Parent Certificates, the “Certificates”) and each holder of uncertificated shares of Company Common Stock shall cease to have any rights with respect thereto, except that such Company Certificate or uncertificated shares of Company Common Stock shall represent only the right to receive the Toucan Per Share Merger Consideration deliverable in respect of the shares of Company Common Stock represented by such Company Certificate or uncertificated share immediately prior to the East/Toucan Effective Time and any cash in lieu of fractional shares of Parent Holdco Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such certificate Company Certificate in accordance with Section 2.022.04, all to be issued in consideration therefor upon the surrender of such Company Certificate or uncertificated share in accordance with Section 2.04, without interest.

Conversion of Company Common Stock. Subject to the following provisions of this Section 2.02(e2.1(d), each issued and outstanding share of Company Common Stock (issued and outstanding immediately before the Effective Time, other than shares to be canceled in accordance with Section 2.01(b)2.1(b) and any Dissenting Shares, shall be converted into the right to receive that number receive, in the manner provided by Section 2.2, the amount in cash, without interest (subject to the proviso to this sentence and to Section 9.02, the "Per Common Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock"" ) equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of quotient produced by dividing (i) the quotient remainder of (xA) $1,550,000,000 divided the sum of $ 130,000,000 (the "Base Purchase Price" ), plus the Estimated Excess, if any, plus the Aggregate Option Exercise Price Proceeds, plus the Aggregate Warrant Exercise Price Proceeds minus (B) the sum of the Preferred Stock Merger Consideration, all Company Expenses, the Estimated Underage, if any, and the Escrow Amount, by (yii) the number (the "Outstanding Number") of shares of Company Common Stock issued equal to the sum of (A) the number of shares of Company Common Stock outstanding immediately before the Effective Time (including any Dissenting Shares), (B) any shares of Company Common Stock that, immediately before the Effective Time, would be issuable upon exercise in full of all Options (including the Modified Options), whether or not then vested, that are outstanding as of such time, (C) any shares of Company Common Stock issuable upon conversion of all shares of Series D Preferred Stock outstanding immediately before the Effective Time and (D) any shares of Company Common Stock issuable upon exercise (directly or indirectly) in full of all the Series C Warrants or Series D Warrants outstanding immediately prior to the Effective Time (other than Time), but excluding for this purpose any outstanding shares of Company Common Stock to be canceled in accordance with Section 2.01(b)), divided by (ii) the Market Price (as defined below) of Parent Common Stock on the date on which cancelled at the Effective Time shall occurpursuant to Section 2.1(b)); provided, however, that in the event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Per Common Share Merger Consideration shall mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied be subject to adjustment as provided by the Outstanding Number exceeding 110,000,000Article VIII. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date after the Effective Time but an ex-dividend date (based on "regular way" trading on the NYSE holders of shares of Parent Company Common Stock (entitled to receive the Per Common Share Merger Consideration are herein collectively referred to as the "Ex-DateCompany Stockholders"). The Preferred Stock Merger Consideration plus the remainder of (i) that occurs during the Averaging Period, then for purposes aggregate of computing all Per Common Share Merger Consideration minus (ii) the Market Price, the closing price on the Ex-Date and any trading day in the Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time and an Ex-Date that occurs during the Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such dividend. For purposes sum of the immediately preceding sentence, Aggregate Option Exercise Price Proceeds plus the amount of any non- cash dividend will be Aggregate Warrant Exercise Price Proceeds is herein referred to as the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company. "Merger Consideration." As of the Effective Time, all such shares of Company Common Stock shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to existno longer is issued or authorized, and each holder of a certificate representing which immediately prior to the Effective Time (giving effect to Section 5.11) represented any such shares of Company Common Stock (each, a "Common Certificate" and each Common Certificate or Preferred Certificate, a "Certificate" ) shall cease to have any rights with respect thereto, except the right to receive the Per Common Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor as provided herein upon surrender of such certificate Common Certificate, without interest, or, in the case of Dissenting Shares, the amount provided for by Section 2.1(h) and applicable law. In addition to any amounts payable pursuant to this Section 2.1(d), a holder of Company Common Stock as of immediately prior to the Effective Time may also be entitled to additional amounts in accordance with Section 2.02, without interestSections 2.1(g) and 2.2(b).