Common use of Supplements and Amendments Clause in Contracts

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

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

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

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

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Certificate of Designations) in any manner without the approval of any holders of certificates representing Common Shares holder of the CompanyRights. Without limiting From and after the foregoingDistribution Date and subject to applicable law, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%by action of its Board of Directors, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provision herein, of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such the Distribution Date. Without limiting the foregoing, the Company may at any time as prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person becomes an Acquiring Person this Agreement may not be supplemented (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenany Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to ; provided, however, that the contraryRights Agent may, no but shall not be obligated to, enter into any such supplement or amendment shall be made that changes the Redemption Price which affects its own rights, duties or moves to an earlier date the then effective Final Expiration Dateimmunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 27, the Company may and the Rights Agent shall26, if the Company so directs, the Company and the Rights Agent shall supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdShares. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 2726, if the Company so directs, the Company and the Rights Agent shall, if the Company so directs, shall supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable, including, without limitation, the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 hereof or procedures relating to the redemption of the Rights, which supplement or amendment shall not not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment; provided, however, that from and after the failure or refusal of the Rights Agent to execute such time as supplement or amendment shall not affect the validity of any Person becomes an Acquiring Person supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement may not to the contrary, no supplement or amendment shall be supplemented made which decreases the stated Redemption Price or amended to lengthen, pursuant to clause (iii) the period of this sentence, (A) time remaining until the Final Expiration Date or which modifies a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, and no supplement or amendment shall be made that changes the Redemption Price rights or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests duties of the holders of Rights Agent under this Agreement shall be deemed coincident with effective without the interests execution of such supplement or amendment by the holders of Common Shares of the CompanyRights Agent.

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

Supplements and Amendments. (a) Prior to such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 2727(a), the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, any extension of the period in which the Rights may be redeemed, any increase in the Purchase Price and any extension of the Final Expiration Date) without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 2727(a), the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement Agreement, so long as the duties, liabilities and indemnification of the Rights Agent are not affected, without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (including the redemption period prior to the Rights becoming non-redeemable), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery Rights (other than an Acquiring Person or any Affiliate or Associate of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendmentAcquiring Person). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date the then effective Final Expiration Datenumber of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the The Company and the Rights Warrant Agent shallmay from time to time, if without the Company so directsconsent of the Holders, supplement by supplemental agreement or amend otherwise, make any changes or corrections in this Agreement without the approval of any holders of Right Certificates in order to (ia) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, (iiib) add to shorten or lengthen any time period hereunderthe covenants and agreements of the Company for the benefit of the Holders, or surrender any rights or power reserved to or conferred upon the Company in this Agreement, (ivc) modify the restrictions on, and procedures for, resale and other transfers of the Warrants to the extent required or permitted by any change in applicable law or supplement regulation (or the provisions hereunder interpretation thereof) of the United States of America or in practices relating to the resale or transfer of restricted securities generally or (d) evidence the succession of another Person to the Company or the Warrant Agent and the assumption by such successor of this Agreement as provided herein; provided, that, in each case, such changes or corrections shall in any manner which the Company may deem necessary or desirable and which shall respect not adversely affect the interests of the holders Holders. The Warrant Agent shall send a copy of Right Certificates (other than an Acquiring Person any such supplemental agreement or an Affiliate amendment to each of the Holders by first-class mail at the Company's expense. The Warrant Agent shall join with the Company in the execution and delivery of any such supplemental agreements and amendments unless it affects the Warrant Agent's own rights, duties or Associate of an Acquiring Person); providedimmunities hereunder, that from in which case the Warrant Agent may, but shall not be required to, join in such execution and after such time as any Person becomes an Acquiring Person delivery. Any amendment or supplement to this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying that has an adverse effect on the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained Holders as set forth in this Agreement to shall require the contrarywritten consent of registered Holders of two-thirds (2/3) of the then outstanding Warrants. Notwithstanding the foregoing, no supplement or amendment the consent of each Holder of a Warrant affected shall be made that changes required for any amendment pursuant to which the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall Shares Amount would be deemed coincident with the interests of the holders of Common Shares of the Companydecreased.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate next to last sentence of this Section 2726, the Company may may, by resolution of its Board of Directors and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate next to last sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiiiv) of this sentence, (A) a time period relating relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price, or the number of Preferred Stock Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolutions) in any manner without the approval of any holders of certificates representing Common Shares holder of the CompanyRights. Without limiting From and after the foregoingDistribution Date and subject to applicable law, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%by action of its Board of Directors, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provision herein, of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the preceding sentence from and after such the Distribution Date. Without limiting the foregoing, the Company may at any time as prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person becomes an Acquiring Person this Agreement may not be supplemented (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenof any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to ; provided, however, that the contraryRights Agent may, no but shall not be obligated to, enter into any such supplement or amendment shall be made that changes the Redemption Price which affects its own rights, duties, obligations, liabilities or moves to an earlier date the then effective Final Expiration Dateimmunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, under the circumstances described in the proviso to Section 23(a)(i) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits tobenefits, to the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or moves the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to an earlier date the then effective Distribution Date, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Stock. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights or duties of the CompanyRights Agent under this Agreement shall be effective without the consent of the Rights Agent.

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, under the circumstances described in the proviso to Section 23(a)(i) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits tobenefits, to the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or moves the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to an earlier date the then effective Distribution Date, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Shares Stock of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person, Adverse Person or an any Affiliate or Associate of an Acquiring Person or Adverse Person); provided, however, that from and after such time as any Person becomes an Acquiring Person the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Stock of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Stock of the Company. Notwithstanding any other provision hereof, the Rights Agent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties.

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

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate last sentence of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any manner which the Company may deem necessary or desirable (including the date on which the Distribution Date or Expiration Date shall occur, the amount of the Purchase Price, the definition of “Acquiring Person” or the time during which the Rights may be redeemed pursuant to Section 24) without the approval of any holders of certificates representing Common Shares holder of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27applicable law, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order only (ia) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, of this Rights Agreement or (iiib) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the any other provisions hereunder in this Rights Agreement in any manner which the Company may deem necessary or desirable and which shall does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or Person, an Affiliate or Associate of an Acquiring Person, a Post Transferee, a Prior Transferee or a Further Subsequent Transferee); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such time as any Person becomes an Acquiring Person this Agreement may not the Distribution Date. All supplements and amendments shall be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when in writing and must be authorized by the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsBoard. Upon the delivery of a certificate from an appropriate officer the Chairman of the Board, the Chief Executive Officer, the President or Secretary of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, that the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding In addition, notwithstanding anything to the contrary contained in this Agreement to the contraryRights Agreement, no supplement or amendment to this Rights Agreement shall be made that changes which reduces the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company(except as required by Section 12(a)).

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence The Board of this Section 27, Directors of the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any from time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner Rights which the Board of Directors of the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedand provided further, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause lengthen (iii) of this sentence, (Aa) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (Bb) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or moves to similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

Supplements and Amendments. Prior to such At any time as any Person becomes an Acquiring Person and subject prior to the penultimate sentence of this Section 27Final Amendment Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Final Amendment Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthenamended, pursuant to clause (iii) of this sentence, to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyCompany Securities.

Supplements and Amendments. Prior At any time and from time to time, only upon the written request of the Trustor (a) SSB and the Trustor shall execute a supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Agreement as specified in such time as any Person becomes an Acquiring Person request and (b) the Owner Trustee shall, subject to the penultimate sentence provisions of this Section 278.01 of the Indenture, enter into or consent to such written amendment or modification of or supplement to any of the Company Operative Agreements as the Trustor and any other necessary parties may agree to in writing and as may be specified in such request, or execute and deliver such written waiver of the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval terms of any holders of certificates representing Common Shares of the Company. Without limiting Operative Agreements as may be agreed to in writing by the foregoingTrustor and as may be specified in such request; provided, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order that (i) to cure the Owner Trustee shall not execute any ambiguitysuch supplement, amendment, waiver or modification without the prior written consent of the Trustor, (ii) if in the reasonable opinion of the Owner Trustee any document required to correct be executed by it pursuant to this Section adversely affects any right or supplement any provision contained herein which may be defective duty of, or inconsistent with immunity or indemnity in favor of, the Owner Trustee under this Agreement or any other provision hereinOperative Agreement, the Owner Trustee may in its discretion decline to execute such document and (iii) to shorten or lengthen any time period hereunder, or (iv) to change amendment or supplement to this Agreement shall comply with the provisions hereunder in any manner which of Section 7.13 of the Company may deem necessary or desirable and which Participation Agreement. It shall not adversely be necessary that any request pursuant to this Section specify the particular form of the proposed document to be executed pursuant to such request, but it shall be sufficient if such request shall indicate the substance thereof. Promptly after the execution by SSB or the Owner Trustee of any document pursuant to this Section, the Owner Trustee shall mail a conformed copy thereof to the Trustor, the Indenture Trustee and the Lessee, but the failure of the Owner Trustee to mail such conformed copies shall not impair or affect the interests validity of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Companydocument.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate next-to-last sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate next-to-last sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iviii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsredeemed. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made (1) that changes the Redemption Price or moves to an earlier date Price, the then effective Final Expiration DateDate or the Purchase Price, or (2) that reduces the number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Rights Agreement (including, without limitation, the date on which the Distribution Date shall occur, the definition of Acquiring Person or Adverse Person, the time during which the Rights may be redeemed or any provision of the Certificate of Designation) without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2728, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders of Right Rights Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iiic) to shorten or lengthen any time period hereunder, hereunder (which shortening or lengthening shall be effective only if there are Continuing Directors then in office and shall require the concurrence of a majority of such Continuing Directors if such supplement or amendment occurs at or after the time a Person becomes an Acquiring Person) or (ivd) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates Rights Certificate (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedPROVIDED, HOWEVER, that from and after such time as any Person becomes an Acquiring Person this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiic) of this sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (Bii) any other time period unless such lengthening is for the purpose purposes of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the The Company may (and the Rights Agent shall, if shall at the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares direction of the Company. Without limiting the foregoing, the Company may at any ) from time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) at any time, to cure any ambiguity, (iii) at any time, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iiii) prior to shorten the Distribution Date, to change or lengthen supplement any of the provisions hereof in any manner which the Company may deem necessary or desirable (including, but without any limitation, changing the percentage of ownership of Common Shares at which a Person becomes an Acquiring Person, the Distribution Date, the time period hereunderfor redemption of Rights or the time for, or limits on, amendment of this Agreement) or (ivi) after the Distribution Date, to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right the Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from any such supplement or amendment to be evidenced by a writing signed by the Company and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and, provided such supplement or amendment does not change or increase the Rights Agent’s rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

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

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if so directed by the Company so directsCompany, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect affect, as determined solely by the Company, the interests of the holders of the Rights or the Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, sentence (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) lengthen any other time period unless (1) approved by a majority of the Disinterested Directors then in office and (2) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the registered holders of the Rights, or (B) to lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Exercise Price or the number of shares (or portions thereof) of Common Stock for which a Right is exercisable, and no supplement or amendment that changes the Redemption Price or moves to an earlier date rights and duties of the then Rights Agent under this Agreement shall be effective Final Expiration Datewithout the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time For as any Person becomes an Acquiring Person long as the Rights are then redeemable and subject to except as provided in the penultimate last sentence of this Section 27, the Company may in its sole and absolute discretion, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the CompanyRights. Without limiting the foregoing, the Company may at At any time prior to such time when the Rights are not then redeemable and except as any Person becomes an Acquiring Person amend this Agreement to lower provided in the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate last sentence of this Section 27, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iviii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which desirable, provided that no such supplement or amendment pursuant to this clause (iii) shall not materially adversely affect the interests interest of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsCertificates. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. This Agreement may be amended or supplemented at any time with the approval of a majority of the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock). Notwithstanding anything contained in this Rights Agreement to the contrary, (i) no supplement or amendment shall be made which changes the Redemption Price or the Final Expiration Date, and (ii) supplements or amendments may be made after the time that any Person becomes an Acquiring Person (other than pursuant to a Qualifying Tender Offer) only if at the time of the action of the Board of Directors approving such supplement or amendment there are then in office not less than a majority of directors who are Continuing Directors and such supplement or amendment is approved by a majority of the Continuing Directors then in office. Further, notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests rights of the holders of Rights Agent under this Agreement shall be deemed coincident with effective without the interests written consent of the holders of Common Shares of the CompanyRights Agent.

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

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate last sentence of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any manner which the Company may deem necessary or desirable (including the date on which the Distribution Date shall occur, the amount of the Purchase Price, the definition of “Acquiring Person” or the time during which the Rights may be redeemed pursuant to Section 24) without the approval of any holders of certificates representing Common Shares holder of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27applicable law, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order only (ia) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, of this Rights Agreement or (iiib) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the any other provisions hereunder in this Rights Agreement in any manner which the Company may deem necessary or desirable and which shall does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or Person, an Affiliate or Associate of an Acquiring Person, a Post Transferee, a Prior Transferee or a Further Subsequent Transferee); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such time as any Person becomes an Acquiring Person this Agreement may not the Distribution Date. All supplements and amendments shall be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when in writing and must be authorized by the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsBoard. Upon the delivery of a certificate from an appropriate officer the Chairman of the Board, the Chief Executive Officer, the President or Secretary of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided, that the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding In addition, notwithstanding anything to the contrary contained in this Agreement to the contraryRights Agreement, no supplement or amendment to this Rights Agreement shall be made that changes which reduces the Redemption Price (except as required by Section 12(a)) or moves to an earlier date extends the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

Supplements and Amendments. Prior to such time as This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any Person becomes an Acquiring Person and subject of them, with respect to the penultimate sentence subject matter hereof and may not be amended, except in a writing signed by both of this Section 27, the them. The Company may and the Rights Warrant Agent shall, if the Company so directs, may from time to time supplement or amend any provision of this Agreement or the Warrants (i) without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates Holders in order (ix) to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, (iiy) to correct or supplement any provision contained herein which or in the Warrants that may be defective or inconsistent with any other provision herein, (iii) to shorten herein or lengthen any time period hereunderin the Warrants, or (ivz) to change make any other provisions in regard to matters or supplement the provisions questions arising hereunder in any manner which that the Company and the Warrant Agent may deem necessary or desirable and which that shall not materially adversely affect affect, alter or change the interests of the Holders or (ii) with the prior written consent of holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate the Warrants exercisable for a majority of an Acquiring Person)the Shares then issuable upon exercise of the Warrants then outstanding; provided, however that from and after such time as any Person becomes an Acquiring Person this Agreement may the Warrant Agent may, but shall not be supplemented obligated to, execute any amendment or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying supplement which affects the rights of, and/or or increases the benefits toduties or obligations or liabilities of the Warrant Agent. As a condition precedent to the Warrant Agent’s execution of any amendment or supplement, the holders of Rights. Upon Company shall deliver to the delivery of Warrant Agent a certificate from an appropriate officer of the Company which Appropriate Officer that states that the proposed amendment or supplement or amendment is in compliance with the terms of this Section 2722. Notwithstanding anything to the contrary herein, upon the delivery of such certificate from an Appropriate Officer and provided such supplement or amendment does not change the Warrant Agent’s rights, duties, liabilities or obligations hereunder, the Rights Warrant Agent shall execute such supplement or amendment. Notwithstanding anything contained Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Agreement Section 22 will be binding upon all Holders and upon each future Holder, the Company and the Warrant Agent. In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the contraryall Holders and, no supplement or amendment shall if appropriate, notation thereof will be made that changes the Redemption Price on all Global Warrant Certificates thereafter surrendered for registration of transfer or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Companyexchange.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Stock Acquisition Time and subject to the penultimate sentence of this Section 27, the Company may Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, without limitation, any extension of the period in which the Rights may be redeemed) without the approval of any holders of certificates representing shares of Common Shares Stock of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdCorporation. From and after such time as any Person becomes an Acquiring Person the Stock Acquisition Time and subject to the penultimate sentence of this Section 27, without the Company approval of any holders of certificates representing shares of Common Stock of the Corporation or of Right Certificates, the Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company Corporation so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the or amend any other provisions hereunder in any manner which the Company Corporation may deem necessary or desirable and desirable, which shall not adversely affect the interests of of, or diminish substantially or eliminate the benefits intended to be afforded by the Rights to, the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended (A) to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Corporation to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) to lengthen any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person) or (B) to alter, amend, supplement or delete this second sentence of Section 27. Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 (together with a copy of such proposed supplement or amendment), the Rights Agent shall execute such supplement or amendment. Notwithstanding the foregoing, any supplement or amendment that does not amend this Agreement in a manner adverse to the Rights Agent, and is otherwise in compliance in all respects with this Section 27, shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the case of any such supplement or amendment, the Corporation shall deliver to the Rights Agent a certificate from an appropriate officer of the Corporation which states that such supplement or amendment was in compliance with the terms of this Section 27 (together with a copy of such supplement or amendment). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date the then effective Final Expiration DatePrice. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdamendment. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (iiambiguity,(ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) of this Agreement, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Shares. Notwithstanding any other provision of this Agreement, the CompanyRights Agent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent’s rights or duties, which consent shall not be unreasonably withheld.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate next to last sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); or (iv) to shorten or lengthen any time period hereunder; provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiiiv) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than as Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, following the Distribution Date, no supplement or amendment shall be made that which changes the Redemption Purchase Price or moves to an earlier date the then effective Final Expiration Datenumber of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock. Section 27.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iiic) to shorten or lengthen any time period hereunder, hereunder or (ivd) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Notwithstanding the foregoing, that from and (i) after such time as any Person becomes has become an Acquiring Person this Agreement may not Person, any supplement or amendment shall be supplemented effective only if there are at least five Continuing Directors then in office, and such supplement or amended to lengthenamendment shall have been approved by a majority of such Continuing Directors, and (ii) no supplement or amendment pursuant to clause (iiic) of this sentence, may lengthen (Ax) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (By) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Stock. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the CompanyRights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may supplement or amend this Agreement in any respect, without the approval of any holders of Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without amendment. From and after the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoingDistribution Date, the Company may at any from time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery receipt of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Shares of the CompanyStock.

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

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, Distribution Date the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement herein to the contrary, no supplement for the maximum period allowed under Maryland law, following a Section 23(a) Event, in addition to the other provisions of this Section 26, this Agreement may be amended or supplemented by the Board only if there are Continuing Trustees and a majority of the Continuing Trustees concur with such amendment shall or supplement. Notwithstanding anything herein to the contrary, this Agreement may not be made that changes amended (other than pursuant to clauses (i) or (ii) of the Redemption Price or moves to an earlier date preceding sentence) at a time when the then effective Final Expiration DateRights are not redeemable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company. In no event will the Rights Agent be required to execute an amendment or an amended and restated or renewed rights agreement, which is materially adverse to the interests of the Rights Agent.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdShares. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, from and after the Distribution Date, no supplement or amendment shall be made that changes Section 23, this Section 26, the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price or the number of Common Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.Distribution

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the The Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to Stock or in excess of the new thresholdSeries A Preference Stock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (ivc) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Notwithstanding the foregoing, that (x) after the Stock Acquisition Date or (y) on or within eighteen (18) months of the date of a change (resulting from and after a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such time as solicitation, if any Person becomes who is a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person this Agreement may not or which would cause the occurrence of a Triggering Event, any supplement or amendment shall be supplemented effective only if there are Continuing Directors then in office, and such supplement or amended to lengthen, pursuant to clause (iii) amendment shall have been approved by a majority of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsContinuing Directors. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock and Series A Preferred Stock.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Board so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an any Acquiring Person); , provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price, the Final Expiration Date, the Purchase Price or moves the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to (x) the existence of an earlier Acquiring Person or (y) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the then effective meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Stock of the Company.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shallmay, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdVoting Stock. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective upon the concurrence of a majority of the Board), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person the Distribution Date this Agreement may not be supplemented or amended to lengthento, pursuant to clause (iii) of this sentence, (A) shorten the Final Expiration Date or (B) lengthen (1) a time period relating to when the Rights may be redeemed redeemed, or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B2) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not change or increase the Rights Agent’s duties, liabilities, rights or obligations, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Purchase Price or the number of shares ofSeries A-1 Common Stock for which a Right is exercisable, and no supplement or amendment that changes the Redemption Price rights, duties, liabilities or moves to an earlier date obligations of the then Rights Agent under this Agreement shall be effective Final Expiration Datewithout the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyCompany Voting Stock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdamendment. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of Shares. Notwithstanding any other provision hereof, the CompanyRights Agent's consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent's rights or duties, which consent shall not be unreasonably withheld.

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement in any manner which the Company may deem necessary or desirable (including the date on which the Distribution Date or Expiration Date shall occur, the amount of the Purchase Price, the definition of “Acquiring Person” or the time during which the Rights may be redeemed pursuant to Section 24) without the approval of any holders of certificates representing Common Shares holder of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27applicable law, the Company may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, of this Agreement or (iiib) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the any other provisions hereunder in this Agreement in any manner matter which the Company may deem necessary or desirable and which shall does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that any such supplement or amendment to be evidenced in writing and executed by the Company. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such time as any Person becomes an Acquiring Person this Agreement may not the Distribution Date. All supplements and amendments shall be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when in writing and must be authorized by the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsBoard. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything to the contrary contained in this Agreement Agreement, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. In addition, notwithstanding anything to the contrarycontrary contained in this Agreement, no supplement or amendment to this Agreement shall be made that changes reduces the Redemption Price or moves to an earlier date the then effective Final Expiration Date(except as required by Section 12(a)). Prior to the Distribution Date, the interests Time shall be of the holders essence of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Companythis Agreement, including as to entering into any amendments or supplements pursuant to this Section 26.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence The Board of this Section 27, Trust Managers of the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any from time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner Rights which the Board of Trust Managers of the Company may deem necessary or desirable desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and which the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedand provided further, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause lengthen (iii) of this sentence, (Aa) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (Bb) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects its own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or moves to similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of Rights or certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedPROVIDED, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, unless such supplement or amendment is not made after the occurrence of a Triggering Event and such supplement or amendment does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iiic) to shorten or lengthen any time period hereunder, hereunder or (ivd) to change or supplement the provisions hereunder hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Notwithstanding the foregoing, that from and (i) after such time as any Person becomes has become an Acquiring Person this Agreement may not Person, any supplement or amendment shall be supplemented effective only if there are at least five Continuing Directors then in office, and such supplement or amended to lengthenamendment shall have been approved by a majority of such Continuing Directors, and (ii) no supplement or amendment pursuant to clause (iiic) of this sentence, may lengthen (Ax) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (By) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyCapital Stock.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdShares. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, from and after the Distribution Date, no supplement or amendment shall be made that changes Section 23, this Section 26, the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price or the number of Common Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyShares.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdamendment. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of Shares. Notwithstanding any other provision hereof, the CompanyRights Agent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent’s rights or duties, which consent shall not be unreasonably withheld.

Supplements and Amendments. Prior As long as the Rights are redeemable pursuant to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 2723, the Company may may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, Section 15) in any respect, without the approval of any holders of certificates representing Common Shares Rights, by action of its board of directors. At any time when the Company. Without limiting the foregoingRights are no longer redeemable pursuant to Section 23, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%may, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval of any holders of Right Certificates Rights, by action of its board of directors in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person Person, this Agreement shall not be amended in any manner that would adversely affect the interests of the holders of Rights. The foregoing notwithstanding, this Agreement may not be so supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when in any manner that would adversely affect the Rights may be redeemed at such time as Agent without the written consent of the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery receipt of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Stock Acquisition Time and subject to the penultimate sentence of this Section 27, the Company may may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, without limitation, any extension of the period in which the Rights may be redeemed) without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person the Stock Acquisition Time and subject to the penultimate sentence of this Section 27, without the approval of any holders of certificates representing Common Shares of the Company or of Right Certificates, the Company may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the or make any other provisions hereunder in any manner which the Company may deem necessary or desirable and desirable, which shall not adversely affect the interests of of, or diminish substantially or eliminate the benefits intended to be afforded by the Rights to, the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company to redeem the Rights, in either case at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price or the number of one two-hundredths of a Preferred Share for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyShares.

Supplements and Amendments. Prior to such At any time as any Person becomes an Acquiring Person and subject prior to the penultimate sentence of this Section 27Final -------------------------- Amendment Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Final Amendment Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen-------- ------- amended, pursuant to clause (iii) of this sentence, to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or of or the benefits to, to the holders of RightsRights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyCompany Securities.

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

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring PersonInterested Stockholder); provided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no provided that such supplement or amendment shall be made that changes does not adversely affect the Redemption Price rights or moves to an earlier date obligations of the then effective Final Expiration DateRights Agent under Section 19 or 21 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares Stock. Notwithstanding anything contained in this Agreement to the contrary, in the event that a majority of the CompanyBoard of Directors is comprised of persons elected at a meeting of shareholders who were not nominated by the Board of Directors in office immediately prior to such meeting (including successors of such persons elected to the Board of Directors) with the objective or for the purpose of either facilitating a Transaction or circumventing directly or indirectly the provisions of this Section 28, then (A) for a period of 365 days following the effectiveness of such action, this Agreement shall not be amended or supplemented in any manner reasonably likely to have the objective, purpose or effect of facilitating a Transaction and (B) no amendments or supplements may be made following such 365-day period if (1) such amendment or supplement is reasonably likely to have the objective, purpose or effect of facilitating a Transaction and (2) during such 365-day period, the Company enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the objective, purpose or effect of facilitating a Transaction.

Supplements and Amendments. Prior to such time For so long as any Person becomes an Acquiring Person the Rights are redeemable, and subject to the penultimate sentence of this Section 27, . the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Shares of Stock or, on and after the Company. Without limiting the foregoingDistribution Date, the Company may at holders of Rights Certificates. At any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower when the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person Rights are no longer redeemable and subject to the penultimate sentence of this Section 27, . the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order Rights Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person)) or, prior to the Distribution Date, holders of certificates representing shares of Common Stock; provided, that from and after such time as any Person becomes an Acquiring Person (ii) cause this Agreement may not be supplemented again to become amendable other than in accordance with this sentence; or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when cause the Rights may be redeemed at such time as the Rights are not then again to become redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, . the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one one-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding the Board may amend this Agreement to increase the Purchase Price or moves to an earlier date extend the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders hold ers of certificates representing shares of Common Shares of Stock. From and after the Company. Without limiting the foregoingDistribution Date, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereun der, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable xxxxx able and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); providedpro vided, however, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthenlengthen any time period hereunder, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of Stock. Notwithstanding anything herein to the Companycontrary, this Agreement may not be amended at a time when the Rights are not redeemable.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdamendment. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of Stock. Notwithstanding any other provision hereof, the CompanyRights Agent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which alters the Rights Agent’s rights or duties, which consent shall not be unreasonably withheld.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may Board of Directors of the Corporation may, in its sole and absolute discretion and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal Stock, whether or not such supplement or amendment is adverse to or in excess any holders of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company Board of Directors acting by Special Vote may, and the Rights Agent shall, if the Company Board of Directors acting by Special Vote so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision hereinprovisions hereunder, (iii) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the provisions hereunder in any manner which the Company Board of Directors acting by Special Vote may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, that from and after such time as any Person becomes an Acquiring Person however, this Agreement may not be supplemented or amended after the Distribution Date to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when make the Rights may be redeemed at such time as again redeemable after the Rights are not then have ceased to be redeemable, or (B) change any other time period unless such lengthening change is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, to the holders of RightsRights (other than any Acquiring Person and its Associates or Affiliates). Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date the then effective Final Expiration DatePrice. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence occurrence of this Section 27a Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, but subject to the other provisions of this Section, execute such supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdamendment. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence occurrence of this Section 27a Distribution Date, the Company and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and provided such supplement or amendment does not change or increase the Rights Agent’s rights, duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyShares.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 27, the Board of Directors of the Company may may, in its sole and absolute discretion and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal Stock, whether or not such supplement or amendment is adverse to or in excess any holders of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company Board of Directors acting by Special Vote may, and the Rights Agent shall, if the Company Board of Directors acting by Special Vote so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision hereinprovisions hereunder, (iii) to shorten or lengthen any time period hereunder, or (iv) to otherwise change or supplement the provisions hereunder in any manner which the Company Board of Directors acting by Special Vote may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, that from and after such time as any Person becomes an Acquiring Person however, this Agreement may not be supplemented or amended after the Distribution Date to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when make the Rights may be redeemed at such time as again redeemable after the Rights are not then have ceased to be redeemable, or (B) change any other time period unless such lengthening change is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, to the holders of RightsRights (other than any Acquiring Person and its Associates or Affiliates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date the then effective Final Expiration DatePrice. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

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

Supplements and Amendments. Prior to such time the Stock Acquisition -------------------------- Date and except as any Person becomes an Acquiring Person and subject to provided in the penultimate third sentence of this Section 27, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing the Rights or the Common Shares of Stock. From and after the Company. Without limiting the foregoingStock Acquisition Date, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, or (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which desirable; provided, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights (other than any interest of an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be supplemented or amended only with the approval of a majority of the then Continuing Directors in the following circumstances described in clauses (i) and (ii): (i) during the one-year period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, or (ii) on or after the time that from and after such time as any a Person becomes an Acquiring Person this Agreement may not be supplemented or amended Person. Prior to lengthenthe Distribution Date, pursuant to clause (iii) the interests of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights shall be deemed coincident with the interests of the holders of Common Stock. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directsdirects (following approval by the Board of Directors and, if the Company is restricted from taking actions pursuant to Section 3 of the Affiliation Agreement, Ipsen, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directsdirects (following approval by the Board of Directors and, if the Company is restricted from taking actions pursuant to Section 3 of the Affiliation Agreement, Ipsen), from time to time supplement or amend any provision of this Agreement without the approval of any holders of Right Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, or (iii) change any other provisions with respect to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner Rights which the Company may deem necessary or desirable and desirable; provided, however, that no such supplement or amendment shall be made which shall not would adversely affect the interests of the holders of Right Certificates Rights (other than the interests of an Acquiring Person or an Affiliate its Affiliates or Associate of Associates). Any supplement or amendment adopted during any period after any Person has become an Acquiring Person); provided, that Person but prior to the Distribution Date shall become null and void unless such supplement or amendment could have been adopted by the Company from and after the Distribution Date. Any such time as any Person becomes an Acquiring Person this Agreement may not supplement or amendment shall be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) evidenced by a time period relating to when writing signed by the Company and the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsAgent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained amendment unless the Rights Agent shall have determined in this Agreement to the contrary, no good faith that such supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Datewould adversely affect its interest under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyShares.

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to Stock or in excess holders of the new thresholdbook-entry shares of Common Stock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate Related Person of an Acquiring Person or any transferee of any Acquiring Person or a Related Person of any Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company, by action of the Board of Directors, may, at any time before any Person becomes an Acquiring Person, amend this Agreement to make this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed to adversely affect the interests of the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no any supplement or amendment shall be made that changes hereto requested by the Redemption Price or moves to an earlier date the then effective Final Expiration DateCompany. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the The Company may and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement as the Board of Directors may deem necessary or desirable without the approval of any holders of certificates representing Common Shares Shares, provided that such supplement or amendment does not adversely affect the rights, duties or obligations of the Company. Without limiting the foregoingRights Agent under this Agreement, and any such supplement or amendment is to be evidenced by a writing signed by the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower and the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdRights Agent. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Person, the Company and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend this Agreement without the approval of any holders holder of Rights and any Right Certificates issued to evidence Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder of this Agreement in any manner which the Company Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights and any Right Certificates issued to evidence Rights (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of RightsRights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon Without limiting the delivery of a certificate from an appropriate officer of foregoing, the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute may at any time prior to such supplement or amendment. Notwithstanding anything contained in time as any Person becomes an Acquiring Person amend this Agreement to lower the contrarythresholds set forth in Section 1(a) and 3(a) of this Agreement to not less than 10% (the “Reduced Threshold”); provided, however, that no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%.

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Certificate of Designations) in any manner without the approval of any holders of certificates representing Common Shares holder of the CompanyRights. Without limiting From and after the foregoingDistribution Date and subject to applicable law, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%by action of its Board of Directors, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provision herein, of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such the Distribution Date. Without limiting the foregoing, the Company may at any time as prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person becomes an Acquiring Person this Agreement may not be supplemented (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenany Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.the

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

Supplements and Amendments. Prior to such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if the majority of such Directors determine that such action would not be voidable on account of Section 144 of the Delaware General Corporation Law or other applicable law) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person however, this Agreement may not -------- be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contraryamendment and, no provided such supplement or amendment shall be made that changes does not materially and adversely change or increase the Redemption Price Rights Agent's duties, liabilities, rights or moves to an earlier date the then effective Final Expiration Dateobligations hereunder. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.

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

Supplements and Amendments. Prior Subject to such time as any Person becomes an Acquiring Person and subject extension by the Board of Directors by amendments, prior to the penultimate sentence Close of this Section 27Business on the Stock Acquisition Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including without limitation amendments that increase or decrease the Purchase Price or Redemption Price or accelerate or extend the Final Expiration Date), without the approval of any holders of certificates representing the Rights or shares of Common Shares Stock. From and after the Close of Business on the Company. Without limiting the foregoingStock Acquisition Date, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iviii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than any interest an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson has other than as a holder of Rights); provided. In addition, that from the Company may and after the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates following the occurrence of a Stock Acquisition Date but prior to a Section 13 Event either (x) in connection with any event specified in clauses (x), (y) and (z) of Section 13(a) in which all holders of Common Stock and Units are treated alike and not involving (other than as a holder of shares of Common Stock or Units being treated like all other such time as any Person becomes holders) an Acquiring Person this Agreement may not be supplemented or amended to lengthenan Affiliate or Associate of an Acquiring Person or any other Person in which such Acquiring Person, pursuant to clause (iii) Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of this sentenceor in association with any such Acquiring Person, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemableAffiliate or Associate, or (By) any following the occurrence of a Stock Acquisition Date if and for as long as the Acquiring Person is not thereafter the Beneficial Owner of Voting Securities representing 10% or more of the Voting Power, and at the time of such amendment or supplement there is no other time period unless such lengthening Person who is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rightsan Acquiring Person. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Stock Acquisition Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Shares of Stock. Notwithstanding anything contained herein to the Companycontrary, the Rights Agent may, but shall not obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Rights Agreement.

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

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

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

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

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

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

Supplements and Amendments. Prior At any time prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate last sentence of this Section 27, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Statement of Resolution) in any manner without the approval of any holders of certificates representing Common Shares holder of the CompanyRights. Without limiting From and after the foregoingDistribution Date and subject to applicable law, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%by action of its Board of Directors, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provision herein, of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period hereunder, or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, that . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after such the Distribution Date. Without limiting the foregoing, the Company may at any time as prior to the Distribution Date amend this Agreement to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person becomes an Acquiring Person this Agreement may not be supplemented (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or amended to lengthenany Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to clause the terms of any such plan) and (iiiii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to ; provided, however, that the contraryRights Agent may, no but shall not be obligated to, enter into any such supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date the then effective Final Expiration Dateincreases its own rights, duties, obligations, liabilities or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

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

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

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

Supplements and Amendments. Prior to such time the Distribution Date and except as any Person becomes an Acquiring Person and subject to the penultimate sentence of provided for in this Section 2726, the Company may may, by resolution of its Board of Directors and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new thresholdShares. From and after such time the Distribution Date and except as any Person becomes an Acquiring Person and subject to the penultimate sentence of provided for in this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iiiiv) of this sentence, (A) a time period relating relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment, provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which changes the Redemption Price or moves to an earlier date Price, the then effective Final Expiration Date, the Purchase Price, or the number of Preferred Share Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyShares.

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

Supplements and Amendments. (a) Prior to such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number shares of Common Shares then outstanding equal to or in excess of the new thresholdStock. From and after such time as any Person becomes an Acquiring Person the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of RightsRights (other than an Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the CompanyStock.