Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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). 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which lengthening or shortening, under the Rights may circumstances described in the proviso to Section 23(a)(i) hereof, shall be redeemed following effective only if there are Continuing Directors and shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(aconcurrence 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 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 Company 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, but the Rights Agent 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 anything in this Agreement to the contrary, no No supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable; provided, however, that at any time prior to the Distribution Date, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of Distribution Date, if the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Corporation so directs, the Company may from time to time Corporation and the Rights Agent shall supplement or amend any provision of this Agreement in writing any manner which the Corporation may deem desirable without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27Corporation, upon approval by the Company, pursuant to a like three-fourths vote of its Board of Directors, and the Rights Agent may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, any time period unless such lengthening is specifically contemplated hereby or is for the purpose of protecting, enhancing or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer the President or any Vice President 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; provided, but however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity or effective date of any supplement or amendment that affects adopted by the Rights Agent’s own rights, duties, obligations or immunities under this AgreementCorporation. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on which decreases the stated Redemption Price or after the Distribution Date which changes the Redemption Price, period of time remaining until the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Preferred Share Fractions for which a Right is then exercisable, (ii) any supplement or amendment shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors if: (x) such supplement or amendment occurs on or after the time a Person becomes an Acquiring Person, or (y) such supplement or amendment occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of 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 that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates), and (iii) 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 earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the Rights Agent or the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockan amount less than $.01 per Right.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time by action of the Board of Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in writing any manner without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote Company may by action of its the Board of Directors, may and the Rights Agent shall if directed by the Company, from time to time time, supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), herein or (iv) to change or supplement the any other provisions hereunder herein in any manner which the Company Board of Directors may deem necessary or desirable and which shall not adversely affect so long as the interests of the holders of Right the Rights or Rights Certificates (other than an Acquiring Person or an Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person) shall not be materially and adversely affected thereby; provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time and 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 (other than an Acquiring Person or Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockStock of the Company.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the Rights Agent shall not be obligated may refuse to enter into execute any supplement or amendment that adversely affects the Rights Agent’s own its rights, duties, duties or obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the Redemption Pricecontrary, the Final Expiration Date, limitations on the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board of Directors of the Company to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board of Directors of the Company to take any other action that is consistent with its fiduciary duties under Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Distribution Date, the interests Board of Directors of the holders of Rights shall Company determines in its sole discretion to be deemed coincident with the interests of the holders of Common Stockappropriate.

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Preferred Share Fractions for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions provision herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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, 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, no supplement or amendment shall be made on which reduces the then effective Redemption Price or after moves to an earlier date the Distribution Date which changes the Redemption Price, the then effective Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Certificates; provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other than an Acquiring Person time period, unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, : (1) no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock or Units for which a Right is then exercisable; and (2) the duration of the Rights may not be shortened without the written consent of the registered holders thereof (other than by a redemption of the Rights pursuant to Section 23). Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date Date, and subject to the penultimate sentence of except as otherwise provided in this Section 27, the Company Company, by action of the Board, may from time to time time, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in writing any respect (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 Right Certificatescertificates representing the Common Shares; provided provided, however, that any such supplement or amendment shall have been approved the adoption by the affirmative vote Board of three-fourths any amendment to this Agreement that extends the Final Expiration Date shall be submitted for ratification by the Company’s stockholders within one year of the entire Board of Directors date of the Companyadoption of such an amendment. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of except as otherwise provided in this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Rights Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate any Related Person thereof), and no such amendment may cause the Rights again to become redeemable or Associate of cause this Rights Agreement again to become amendable as to an Acquiring Person)Person or any Related Person thereof other than in accordance with this sentence. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, duties or obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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 (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common Stock a Preferred Share for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights 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 the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-thousandths of Common a share of Special Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (ivd) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; PROVIDED, but HOWEVER, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockan amount less than $0.01 per Right.

Supplements and Amendments. Prior to the earlier of Before the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time Corporation and the Rights Agent shall, if the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Corporation and subject to the penultimate sentence of this Section 27Rights Agent shall, if the CompanyCorporation so directs, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed 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, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under Section 20 of this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or Before the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares. Notwithstanding anything contained in this Rights Agreement to the contrary, in the event that a majority of the Board of Directors of the Corporation is comprised of (i) persons elected at a meeting of or by written consent of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent, and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing, directly or indirectly the provisions of this Section 27, then for a period of 180 days following the effectiveness of such action, this Rights Agreement shall not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-thousandths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to For as long as the earlier of the Distribution Date or the Shares Acquisition Date Rights are then redeemable and subject to except as provided in the penultimate sentence of this Section 2726, the Company may from time to time Corporation may, in its sole and absolute discretion, and the Rights Agent shall if the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; the Rights. At any time when the Rights are not then redeemable and except as provided that any such supplement or amendment shall have been approved by in the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate last sentence of this Section 2726, the CompanyCorporation may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall if the Corporation so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, herein or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation 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 any other Person in whose hands Rights are null and void under the provisions of an Acquiring PersonSection 7(e) hereof). 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 2726, the Rights Agent shall execute such supplement or amendment, but the Rights Agent 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 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; it being understood that an adjustment of the Redemption Price in accordance with Section 23 shall not be considered a supplement or amendment of this Agreement. In addition, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior notwithstanding anything in this Agreement to the earlier contrary, no supplement or amendment that materially changes the rights, duties or liabilities of the Shares Acquisition Date or Rights Agent under this Agreement shall be effective without the Distribution Date, the interests consent of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to Except as provided in the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence other provisions of this Section SECTION 27, for so long as the Rights are then redeemable, the Company may from time to time 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 writing any respect without the approval of any holders of Right Certificates; the Rights. At any time when the Rights are no longer redeemable, except as provided that any such supplement or amendment shall have been approved by in the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence other provisions of this Section SECTION 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall, may from time to time if the Company so directs, supplement or amend this Agreement in writing without the approval of any holders of Right Certificates in order Rights; provided that no such supplement or amendment may (ia) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 the Rights as such (other than an Acquiring Person and its Affiliates and Associates), (b) cause the Rights again to be redeemable or an Affiliate (c) cause the Agreement again to become amendable other than in accordance with this sentence. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or Associate amendment shall be made which changes the Redemption Price and (ii) no supplement or amendment that changes the rights of an Acquiring Person)any Exempted Entity contained in this Agreement (other than the addition of other Persons as Exempted Entities) will be effective against such Exempted Entity without its prior written consent, which consent shall not be unreasonably withheld. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section SECTION 27, and provided that such supplement or amendment does not change or affect the rights, duties, liabilities or obligations of the Rights Agent, the Rights Agent shall execute such supplement or amendment, but the Rights Agent shall not be obligated to enter into provided that any supplement or amendment that affects does not change or affect the Rights Agent’s own rights, duties, liabilities or obligations or immunities under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to The Company and the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company Warrant Agent may from time to time supplement or amend this Agreement in writing (a) without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Holders in order (i) to cure any ambiguity, (ii) manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions provision herein, (iii) or to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change 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 adversely affect affect, alter or change the interests of the holders Holders in any material respect (b) without the approval of Right Certificates any Holders to implement any changes required by the U.S. Coast Guard or the U.S. Maritime Administration in order for the Company to comply with the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens, or (other than an Acquiring Person c) with the prior written consent of Holders exercisable or an Affiliate or Associate of an Acquiring Person). Upon the delivery of convertible for a certificate from an appropriate officer majority of the CompanyWarrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding; provided, 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, but the Rights Warrant Agent shall not be obligated required to enter into execute any amendment or supplement or amendment to this Agreement that affects the Rights Agent’s Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an Authorized Officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement to the contrary, no supplement or amendment shall be made on or after effective unless duly executed by the Distribution Date which changes Warrant Agent. Notwithstanding the Redemption Priceforegoing, the Final Expiration Date, consent of each Holder affected shall be required for any amendment pursuant to which the Purchase Exercise Price would be increased or the number of shares of Common Stock for which a Right is then exercisable. Prior Warrant Shares purchasable would be decreased (other than pursuant to the earlier of the Shares Acquisition Date adjustments provided herein) or the Distribution DateExpiration Date would be shortened. Upon execution and delivery of any supplement or amendment pursuant to this Section 16, the interests of the holders of Rights such amendment shall be deemed coincident with the interests considered a part of the holders this Agreement for all purposes and every Holder of Common Stocka Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Share. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 any Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening of such other time period 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common Stock a Preferred Share for which a Right is then exercisable, and no supplement or amendment that changes the rights, duties or liabilities of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Board so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors Common Stock of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its if the Board of Directorsso directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which shortening or lengthening, after the Rights may be redeemed following Stock Acquisition Date, shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 or an Affiliate or Associate of any such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability of the Board (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time periods unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockStock of the Company.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Preferred Share Fractions for which a Right is then exercisable, (ii) any supplement or amendment shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors if: (x) such supplement or amendment occurs on or after the time a Person becomes an Acquiring Person, or (y) such supplement or amendment occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of 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 that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates);, and (iii) no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to 40 44 provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; PROVIDED, but HOWEVER, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockan amount less than $0.01 per Right.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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 (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one four-hundredths of Common Stock a Preferred Share for which a Right is exercisable, provided that this Agreement may be amended to change the type and number of securities into which a right is exercisable before the occurrence of any Triggering Event if, after giving effect to such amendment, the new securities into which each Right is so exercisable have a value equal to the value of, and have voting rights at least equal to the voting rights of, the securities into which such Right was exercisable prior to such amendment (excluding any value attributable to any minimum dividend payments and excluding any voting rights operable in case of non-payment of dividends) and provided further that upon the creation of a new series of Common Shares of the Company, this Agreement may be amended before the occurrence of any Triggering Event (x) to reflect the Redemption Price, the Purchase Price, the number and type of securities purchasable upon exercise and any other terms of any share purchase rights to be associated with the shares of such new series and (y) if any shares of such new series are to be paid as a dividend on the outstanding shares of any other series of Common Shares, then exercisableto the extent such dividend reduces the Number of Shares Issuable with Respect to the Inter-Group Interest, as such term is now or hereafter defined in the Articles of Restatement, to adjust (in a manner similar to the adjustments required under Section 11(q) hereof) the Purchase Price payable upon proper exercise of the Rights associated with the Common Shares on which such dividend is to be paid. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares (other than an Acquiring Person).

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date time at which any Person becomes an Acquiring Person, and subject to the penultimate sentence of this Section 27, the Company may from time to time may, in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that the Rights or Common Shares. At any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Datetime, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates the Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that, from and after the time any Person becomes an Acquiring Person, no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this Section 27. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board may determine to be appropriate. Notwithstanding anything in this Agreement to the contrary, any supplement or amendment to this Agreement shall be evidenced by a writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but the Rights Agent shall not be obligated to enter into any however, that such supplement or amendment that affects does not adversely affect the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the Redemption Pricecontrary, the Final Expiration Date, limitations on the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board to take any other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Distribution Date, the interests of the holders of Rights shall Board determines in its sole discretion to be deemed coincident with the interests of the holders of Common Stockappropriate.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date time a Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company may from time to time 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 writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote holders of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, time a Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable desirable; provided that no such amendment or supplement shall materially 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). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but however, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that affects the Rights Agent’s 's own rights, duties, obligations duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes that decreases the Redemption Price, shortens the Final Expiration Date, increases the initial Purchase Price or decreases the number of shares one one-thousandths of Common a share of Preferred Stock for which a Right is then initially exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier 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. From and after the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which lengthening or shortening, under the Rights may circumstances described in the proviso to Section 23(a)(i) hereof, shall be redeemed following effective only if there are Continuing Trustees and shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(aconcurrence of a majority of such Continuing Trustees), 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 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 Company 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, but the Rights Agent 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 anything in this Agreement to the contrary, no No supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Shares for which a Right is then exercisable; provided, however, that at any time prior to the -------- Distribution Date, the Board of Trustees of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the Rights Agent or the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsDirectors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.an amount less than $.01

Supplements and Amendments. Prior to For so long as the earlier of the Distribution Date or the Shares Acquisition Date -------------------------- Rights are then redeemable and subject to the penultimate sentence last two sentences of this Section 2726(a), 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 Rights Agreement in any respect without the approval of any holders of Rights or Common Shares. From and after the time that the Rights are no longer redeemable and subject to the last two sentences of this Section 26(a), the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 which may be defective or inconsistent with any other provisions herein, (ii) to shorten or lengthen any time period hereunder or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other changes or provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)) and no such supplement or amendment may cause the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than in accordance with this sentence; provided further, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726(a), the Rights Agent shall execute such supplement or amendment. Notwithstanding anything herein to the contrary, but the Rights Agent shall not be obligated to enter into any supplement or amendment that affects to this Rights Agreement shall require the Rights Agent’s own rightsaffirmative vote of a majority of the Outside Directors, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, and any extension of the Final Expiration DateDate shall require the affirmative vote of three-quarters of the Outside Directors. In connection with any such vote, directors, other than Outside Directors, shall vote in the Purchase Price or same proportion as do the number of shares of Common Stock for which a Right is then exercisable. Prior Outside Directors, to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockextent permitted under applicable law.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate last sentence of this Section 2726, if the Company so directs, the Company may from time to time and the Rights Agent shall supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate last sentence of this Section 2726, if the Company so directs, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time Company and the Rights Agent shall supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 appropriate officer of the Company, 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, but however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsCompany, duties, obligations or immunities under this Agreementany of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on at such time as the Rights are not then redeemable which decreases the stated Redemption Price or after the Distribution Date which changes the Redemption Price, period of time remaining until the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or which modifies a time period relating to when the Distribution Date, the interests of the holders of Rights shall may be deemed coincident with the interests of the holders of Common Stockredeemed.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition -------------------------- Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates Rights Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, unless approved by a vote of the stockholders of the Company, no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but the Rights Agent shall not be obligated to enter into any however, that such supplement or amendment that affects does not adversely affect the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the Redemption Pricecontrary, the Final Expiration Date, limitations on the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board of Directors of the Company to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board of Directors of the Company to take any other action that is consistent with its fiduciary duties under Delaware law, including without limitation accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Distribution Date, the interests Board of Directors of the holders of Company determines in its sole discretion to be appropriate; provided, however the Rights shall Agent may, but will not be deemed coincident with obligated to, enter into any new stockholder rights agreement that adversely affects the interests of the holders of Common StockRights Agent’s own rights, duties, obligations or immunities or that is not substantially similar in form to this Agreement.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Company and subject to the penultimate sentence of this Section 27Rights Agent shall, if the CompanyCompany so directs, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this 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, Company which states that the proposed supplement or amendment amendment, is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding any other provision hereof, but the Rights Agent shall not be obligated to enter into any supplement or amendment that affects the Rights Agent’s own rights, 's consent must be obtained regarding any amendment or supplement pursuant to this Section 26 which alters the Rights Agent's rights or duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement contained herein to the contrary, no supplement or amendment shall this Agreement may not be made on or after amended at a time when the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisableRights are not redeemable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier Distribution Date -------------------------- and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock. From and after the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, this Agreement may not be supplemented or -------- ------- amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30 hereof, a time period relating to when the Rights may be terminated at such time as the Rights are not then terminable, 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 CompanyCompany or, so long as any Person is an Acquiring Person hereunder, from the majority of the Independent Directors 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, but the Rights Agent 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 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 Purchase Price, the Final Expiration Date, the Purchase Price Date or the number of shares Units of Common Junior Preferred Stock for which a Right is then exercisableexercisable without the approval of a majority of the Independent Directors. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Company Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Board so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors Common Stock of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its if the Board of Directorsso directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which shortening or lengthening, after the Rights may be redeemed following Stock Acquisition Date, shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 or an Affiliate or Associate of any such Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time periods unless such lengthening, is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockStock of the Company.

Supplements and Amendments. Prior to For so long as the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Rights are then redeemable, the Company and the Rights Agent may in their sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Plan in any respect without the approval of any holders of Rights or Common Stock. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement in writing Plan without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates in order Rights (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, herein or (iiiii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other changes or provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person, other than in accordance with this sentence; provided further, that the right of the Board to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Plan to the contrary, but the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Plan that affects the Rights Agent’s it has determined would adversely affect its own rights, duties, obligations or immunities under this AgreementPlan. Notwithstanding anything in this Agreement to the contrary, no No supplement or amendment to this Plan shall be made on or after effective unless duly executed by the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to For as long as the earlier Rights are then redeemable and except as provided in the 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 Rights Agreement without the approval of any holders of the Distribution Date or Rights. At any time when the Shares Acquisition Date Rights are then redeemable and subject to except as provided in the penultimate last sentence of this Section 27, the Company may from upon approval by the Board (provided at the time to time of such approval by the Board there are then in office not less than two Continuing Directors and such approval is joined in by a majority of the Continuing Directors then in office), and the Rights Agent shall if the Company so directs, supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to lengthen extend the time Final Expiration Date or the period during in which the Rights Company may be redeemed following redeem the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)Rights, 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 pursuant to this clause shall not materially adversely affect the interests interest of the holders of the Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Certificates. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, and supplements or amendments may be made after the Final Expiration Date, time that any Person becomes an Acquiring Person (other than pursuant to a Qualifying Tender Offer) only if at the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier time of the Shares Acquisition Date or the Distribution Date, the interests action of the holders of Rights shall be deemed coincident with the interests Board approving such supplement or amendment there are then in office not less than two Continuing Directors and such supplement or amendment is approved by a majority of the holders of Common StockContinuing Directors then in office.

Supplements and Amendments. Prior to For as long as the earlier of the Distribution Date or the Shares Acquisition Date Rights are then redeemable and subject to except as provided in the penultimate sentence of this Section 2726, the Company may from time to time Corporation may, in its sole and absolute discretion, and the Rights Agent shall if the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; the Rights. At any time when the Rights are not then redeemable and except as provided that any such supplement or amendment shall have been approved by in the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate last sentence of this Section 2726, the CompanyCorporation may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall if the Corporation so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, herein or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation 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 any other Person in whose hands Rights are null and void under the provisions of an Acquiring PersonSection 7(e) hereof). 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 2726, the Rights Agent shall execute such supplement or amendment, but the Rights Agent 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 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; it being understood that an adjustment of the Redemption Price in accordance with Section 23 shall not be considered a supplement or amendment of this Agreement. In addition, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior notwithstanding anything in this Agreement to the earlier contrary, no supplement or amendment that changes the rights, duties or liabilities of the Shares Acquisition Date or Rights Agent under this Agreement shall be effective without the Distribution Date, the interests consent of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to For so long as the earlier of Rights are then redeemable, the Distribution Date or the Shares Acquisition Date and Company, subject to the penultimate sentence terms of this Section 2726, may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Plan in any respect without the approval of any holders of Rights or Common Stock. From and after the time that the Rights are no longer redeemable, the Company may may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement in writing Plan without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates in order Rights (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, herein or (iiiii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other changes or provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person other than in accordance with this sentence; provided further, that the right of the Board to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate the Chief Executive Officer, Chief Financial Officer, Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary or any other authorized officer of the Company, 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 in this Plan to the contrary, but the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Plan that adversely affects the Rights Agent’s own rights, duties, obligations or immunities under this AgreementPlan. Notwithstanding anything in this Agreement to the contrary, no No supplement or amendment to this Plan shall be made on or after effective unless duly executed by the Distribution Date which changes Rights Agent and the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockCompany.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such supplement or amendment shall have been approved by time as any Person becomes an Acquiring Person amend this Agreement to lower the affirmative vote of three-fourths 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 entire Board of Directors Company constituting a percentage of the Companynumber of Common Shares then outstanding equal to or in excess of the new threshold. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates in order to (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iiic) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (ivd) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (ii) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Section 20 of this Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made on which reduces the then effective Redemption Price or after moves to an earlier date the Distribution Date which changes the Redemption Price, the then effective Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of Distribution Date, if the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Corporation so directs, the Company may from time to time Corporation and the Rights Agent shall supplement or amend any provision of this Agreement in writing any manner which the Corporation may deem desirable without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to if the penultimate sentence of this Section 27Corporation so directs, the CompanyCorporation, pursuant to a like three-fourths vote of its upon approval by the Board of DirectorsDirectors and the Rights Agent, may from time to time shall supplement or amend this Agreement in writing without the approval of any holders of Right Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, any time period unless such lengthening is specifically contemplated hereby or is for the purpose of protecting, enhancing or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer the President or any Vice President 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; provided, but however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity or effective date of any supplement or amendment that affects adopted by the Rights Agent’s own rights, duties, obligations or immunities under this AgreementCorporation. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on which decreases the stated Redemption Price or after the Distribution Date which changes the Redemption Price, period of time remaining until the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to Except as provided in the earlier penultimate sentence of this Section 27, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Distribution Date or Rights. At any time when the Shares Acquisition Date and subject to Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may from time to time may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights again to become redeemable or cause the Rights Agreement again to become amendable other than in accordance with this sentence. Upon Notwithstanding anything contained in this Rights Agreement to the contrary, upon the delivery of a certificate from an appropriate officer of the CompanyCompany and, which if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 2727 and provided that 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, but the Rights Agent 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 anything contained in this Rights 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date Date, --------------------------- and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Company and subject to the penultimate sentence of this Section 27Rights Agent shall, if the CompanyCompany so directs, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, this Agreement -------- may not be supplemented or amended to lengthen any time period hereunder other than a time period related to when the Rights may be redeemed, pursuant to clause (iii) of this 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, 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Supplements and Amendments. Prior At any time prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate last sentence of this Section 2726, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall if the Company so directs, may from time to time supplement or amend any provision of this Rights Agreement in writing 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 holder of the Rights. From and after the Distribution Date, and subject to applicable law, the Company may, and the Rights Agent shall if the Company so directs, amend this Rights Agreement without the approval of any holders of 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 provisions herein, provision of this Rights Agreement or (iiib) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to otherwise change or supplement the any other provisions hereunder in this Rights 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), any such supplement or amendment to be evidenced in writing. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. All supplements and amendments shall be in writing and must be authorized by the Board. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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 Rights Agreement, but the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Rights 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 which extends the date on which the Expiration Date shall occur or after the Distribution Date which changes reduces the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable(except as required by Section 12(a)). Prior to the earlier Time shall be of the Shares Acquisition Date essence of this Rights Agreement, including as to entering into any amendments or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stocksupplements pursuant to this Section 26.

Supplements and Amendments. Prior to Except as provided in the earlier penultimate sentence of this Section 27, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Distribution Date or Rights. At any time when the Shares Acquisition Date and subject to Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may from time to time may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in writing without the approval of any holders of Right CertificatesRights; provided that any no such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates in order (ia) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 the Rights as such (other than an Acquiring Person and its Affiliates and Associates), (b) cause the Rights again to be redeemable or an Affiliate (c) cause the Agreement again to become amendable other than in accordance with this sentence. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or Associate amendment shall be made which changes the Redemption Price and (ii) no supplement or amendment that changes the rights of an Acquiring Person)any Exempted Entity contained in this Agreement (other than the addition of other Persons as Exempted Entities) will be effective against such Exempted Entity without its prior written consent, so long as the consent is not unreasonably withheld in which case such written consent shall not be necessary. Upon the delivery of a certificate from an appropriate officer of the Company, Company which 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 change or affect the rights, duties, liabilities or obligations of the Rights Agent, the Rights Agent shall execute such supplement or amendment, but the Rights Agent shall not be obligated to enter into provided that any supplement or amendment that affects does not change or affect the Rights Agent’s own rights, duties, liabilities or obligations or immunities under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, Company may from time to time supplement or amend this Agreement in writing 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 provisions herein, or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but amendment unless the Rights Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities would adversely affect its interests under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (ivd) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; PROVIDED, but HOWEVER, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on which decreases the stated Redemption Price to an amount less than $0.01 per Right, and, notwithstanding anything in this Agreement to the contrary, no supplement or after the Distribution Date which amendment that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier rights and duties of the Shares Acquisition Date Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, but the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the Redemption Pricecontrary, the Final Expiration Date, limitations on the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board of Directors to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board of Directors to take any other action that is consistent with its fiduciary duties under Delaware law, including without limitation accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Distribution Date, the interests Board of the holders of Rights shall Directors determines in its sole discretion to be deemed coincident with the interests of the holders of Common Stockappropriate.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will subject to the penultimate sentence of this Section 27 execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, but no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right and the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made the limitations on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board of Directors to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board of Directors to take any other action that is consistent with its fiduciary duties under Delaware law, including without limitation accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Distribution Date, the interests Board of the holders of Rights shall Directors determines in its sole discretion to be deemed coincident with the interests of the holders of Common Stockappropriate.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-thousandths of Common a share of Preferred Stock for which a Right is then exercisableexercisable and following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, any supplement or amendment shall require the concurrence of a majority of the members of the Board of Directors of the Company. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to Except as set forth in the earlier of the Distribution Date or the Shares Acquisition Date and subject to the -------------------------- penultimate sentence of this Section 27, prior to the Company Distribution Date, the Corporation may from time to time and the Rights Agent shall, if the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Corporation may and subject to the penultimate sentence of this Section 27Rights Agent shall, if the CompanyCorporation so directs, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or ----------------- amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless any 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, and if requested by the Rights Agent an opinion of counsel, the Rights Agent shall execute such supplement or amendment, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under Section 20 of this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.an amount less than $0.01

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2727(a) and the provisions of Sections 27(b) and 27(c) hereof, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend any provision of this Agreement (including, without limitation, any extension of the period in writing which the Rights may be redeemed, any increase in the Purchase Price and any extension of the Final Maturity Date) without the approval of any holders of Right certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27(a) and the provisions of Sections 27(b) and 27(c) hereof, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 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 (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable, 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 (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. (b) Notwithstanding anything contained in this Agreement to the contrary, for a period of one hundred and eighty (180) days following the first occurrence of either of the circumstances described in clause (i) and clause (ii) of Section 23(c) hereof, no supplement or amendment shall be made to this Agreement under any circumstances. (c) Notwithstanding anything contained in this Agreement to the contrary, at any time following the expiration of the one-hundred-and- eighty-day period under Section 27(b) above, this Agreement may be amended or supplemented only if there is at least one Continuing Director then in office and only if a majority of the Continuing Directors then in office concurs with such amendment or supplement. (d) Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockSection 28.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, an Adverse Person or an Affiliate or Associate of an Acquiring any such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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, 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, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under Section 20 of this Agreement. 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 Purchase Price Price, or the number of shares of Common Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockan amount less than $.01 per Right.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 effect 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, 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall not be obligated to enter into any execute such supplement or amendment that affects will not affect the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no validity of any supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.or

Supplements and Amendments. Prior to the earlier of the Distribution Date or and the Shares Acquisition Date and subject to the penultimate ultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or and the Shares Acquisition Date, and subject to the penultimate ultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, Company may from time to time supplement or amend this Agreement in writing 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 provisions herein, or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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). Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and, if required by the Rights Agent, an opinion of counsel, the Rights Agent shall execute such supplement or amendmentamendment unless the Rights Agent shall have determined in good faith that such supplement or amendment would adversely affect its interests under this Agreement; provided, but however, that anything herein to the contrary notwithstanding, the Rights Agent shall not be obligated to enter into any amendment or supplement that changes or amendment that affects increases the Rights Agent’s own rights, 's duties, obligations liabilities or immunities under this Agreementobligations. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on or after the earlier of the Distribution Date and the Shares Acquisition Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which that the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, which Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after that decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockan amount less than $.01 per Right.

Supplements and Amendments. Prior to the earlier occurrence of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this a Section 2711(a)(ii) Event, the Company may from time to time and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement in writing as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of Right Certificates; provided that any such supplement certificates representing shares of Common Stock or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors Series A Preferred Stock of the Company. From and after the earlier occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Distribution Date or the Shares Acquisition DateCompany so directs, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (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, 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, but and any failure of the Rights Agent 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 anything in this Agreement to the contrary, no so execute such supplement or amendment shall be made on or after not affect the Distribution Date which changes validity of the Redemption Price, actions taken by the Final Expiration Date, Board of Directors of the Purchase Price or the number of shares of Common Stock for which a Right is then exercisableCompany pursuant to this Section 27. Prior to the earlier occurrence of the Shares Acquisition Date or the Distribution Datea Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockStock or Series A Preferred 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 the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one ten-thousandths of Common a share of Preferred Stock for which a Right is then exercisableexercisable and following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, any supplement or amendment shall require the concurrence of a majority of the members of the Board of Directors of the Company. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the __________________________ Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but the Rights Agent 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 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 Purchase Price (except as provided in Sections 11(a)(iii) or 11(a)(iv) hereof) or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding any other provision hereof, the Rights Agent's consent must be obtained regarding any amendment or supplement pursuant to this Section 26 which alters the Rights Agent's rights or duties.

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Preferred Share Fractions for which a Right is then exercisable, (ii) any supplement or amendment shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors if: (x) such supplement or amendment occurs on or after the time a Person becomes an Acquiring Person, or (y) such supplement or amendment occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of 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 that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates), and (iii) no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of Distribution Date, if the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Corporation so directs, the Company may from time to time Corporation and the Rights Agent shall supplement or amend any provision of this Agreement in writing any manner which the Corporation may deem desirable without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to if the penultimate sentence of this Section 27Corporation so directs, the CompanyCorporation, pursuant to a like three-fourths vote of its upon approval by the Board of Directors, may from time to time Directors and the Rights Agent shall supplement or amend this Agreement in writing without the approval of any holders of Right Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable and 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, any time period unless such lengthening is specifically contemplated hereby or is for the purpose of protecting, enhancing or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer the Chairman of the CompanyBoard, the President, the Chief Executive Officer or the Chief Financial Officer of the Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity or effective date of any supplement or amendment that affects adopted by the Rights Agent’s own rights, duties, obligations or immunities under this AgreementCorporation. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on which decreases the stated Redemption Price or after the Distribution Date which changes the Redemption Price, period of time remaining until the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (x) and (y) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common Stock a share of Preferred Shares for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior Subject to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate last sentence of this Section 27, the Company may from time to time supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iiic) to shorten or lengthen the any time period during which hereunder (including without limitation to extend the Rights may be redeemed following Final Expiration Date), (d) to increase or decrease the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable including but without limitation in connection with the Conversion (if any); provided, however, that from and which after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Right Certificates Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or Associate of an Acquiring Person)by the Company and such successor Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company, 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 herein to the contrary, but the Rights Agent 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. Notwithstanding anything in this Rights Agreement to shall require 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier prior written consent of the Shares Acquisition Date or the Distribution DateRights Agent, the interests of the holders of Rights which shall not be deemed coincident with the interests of the holders of Common Stockunreasonably withheld.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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, 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, 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, but (i) no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one ten-thousandths of a share of Preferred Stock for which a Right is exercisable and following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, (ii) the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities indemnties under this Agreement. Notwithstanding anything in this Agreement to the contrary, no and (iii) any supplement or amendment shall be made on or after require the Distribution Date which changes concurrence of a majority of the Redemption Price, members of the Final Expiration Date, Board of Directors of the Purchase Price or the number of shares of Common Stock for which a Right is then exercisableCompany. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend any provision of this Agreement in writing without the approval of any holders of Right certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock."

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which lengthening or shortening, under the Rights may circumstances described in the proviso to Section 23(a)(i) hereof, shall be redeemed following effective only if there are Continuing Directors and shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(aconcurrence 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 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 Company 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, but the Rights Agent 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 anything in this Agreement to the contrary, no No supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable; provided, however, that at any time prior to the Distribution Date, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCompany Common Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30 hereof, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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 CompanyCompany or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment, but the Rights Agent 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 anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration DatePurchase Price, the Purchase Price Expiration Date or the number of shares Units of Common Preferred Stock or other securities or assets for which a Right is then exercisableexercisable without the approval of a majority of the Board of Directors, and (ii) following the occurrence of a Section 11(a)(ii) Event, no supplement or amendment whatsoever shall be made without the approval of the Board of Directors. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Company Common Stock.

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which that the Company may deem necessary or desirable and which that shall not adversely affect the interests of the holders of Right Certificates Rights Certificates; 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 than an Acquiring Person time period unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, which Company 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock Preferred Share Fractions for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany may and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one four-hundredths of Common Stock a Preferred Share for which a Right is exercisable, provided that this Agreement may be amended to change the type and number of securities into which a right is exercisable before the occurrence of any Triggering Event if, after giving effect to such amendment, the new securities into which each Right is so exercisable have a value equal to the value of, and have voting rights at least equal to the voting rights of, the securities into which such Right was exercisable prior to such amendment (excluding any value attributable to any minimum dividend payments and excluding any voting rights operable in case of non-payment of dividends) and provided further that upon the creation of a new series of Common Shares of the Company, this Agreement may be amended before the occurrence of any Triggering Event (x) to reflect the Redemption Price, the Purchase Price, the number and type of securities purchasable upon exercise and any other terms of any share purchase rights to be associated with the shares of such new series and (y) if any shares of such new series are to be paid as a dividend on the outstanding shares of any other series of Common Shares, then exercisableto the extent such dividend reduces the Number of Shares Issuable with Respect to the Inter-Group Interest, as such term is now or hereafter defined in the Articles of Restatement, to adjust (in a manner similar to the adjustments required under Section 11(q) hereof) the Purchase Price payable upon proper exercise of the Rights associated with the Common Shares on which such dividend is to be paid. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares (other than an Acquiring Person). Section 28.

Supplements and Amendments. (a) Prior to the earlier of the Distribution Date or the Shares Acquisition Date and Date, subject to the penultimate sentence of this Section 2727(b) hereof, the Company may from time to time Corporation and the Rights Agent shall, if the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2727(b) hereof, the CompanyCorporation and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Corporation so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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 Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed 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, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under Section 20 of this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change chance 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 Adverse Person or an Affiliate or Associate of an Acquiring such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the Rights and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares Units of Common Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23 hereof, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23 hereof, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary or desirable and which desirable; provided, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such procedures for the exercise of the Rights, if any, as the Board may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will promptly execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, but the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Company and subject to the penultimate sentence of this Section 27Rights Agent shall, if the CompanyCompany so directs, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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, however, from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iv) 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, 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything contained herein to the contrary, (i) this Agreement may not be amended at a time when the Rights are not redeemable and (ii) no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Board so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors certificates representing Common Shares of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its if the Board of Directorsso directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which shortening or lengthening, after the Rights may be redeemed following Stock Acquisition Date, shall require the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), concurrence of a majority of such Continuing Trustees) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability of the Board (with, where required, the concurrence of a majority of the Continuing Trustees) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time periods unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common Stock a share of Preferred Shares for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares of the Company.

Supplements and Amendments. Prior to the earlier Distribution Date, the Company may supplement or amend this Agreement in any respect, including, without limitation, any amendment to change the Purchase Price, without the approval of any holders of Rights, by action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved Rights, by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote action of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates 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 provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to change or supplement any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, 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 the Distribution Date, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights. Upon receipt of a certificate from an appropriate officer of the Company that the proposed supplement or amendment is consistent with this Section 27 and, after the Distribution Date, that the proposed 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). 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 27Rights, the Rights Agent shall execute such supplement or amendment, but provided that such supplement or amendment does not adversely affect the rights, duties or obligations of the Rights Agent shall not be obligated to enter into any supplement or amendment that affects under this Agreement without the consent of such Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to Without limiting the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Priceforegoing, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior Company may at any time prior to the earlier of the Shares Acquisition Date or the Distribution Date, by action of its Board of Directors, amend this Agreement to lower the interests thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage greater than the largest percentage of the holders of Rights shall outstanding Common Shares then known by the Company to be deemed coincident with beneficially owned by any Person (other than the interests Company, any Subsidiary of the holders Company, any employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common StockShares for or pursuant to the terms of any such plan, or Americable) and (ii) 10%.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided, however, that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Any supplement or amendment must be evidenced by a writing to be signed by the Company and the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, but (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.0005 per Right, and (b) the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations obligations, or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made the limitations on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier ability of the Shares Acquisition Board of Directors of the Company to amend this Agreement set forth in this Section 27 shall not affect the power or ability of the Board of Directors of the Company to take any other action that is consistent with its fiduciary duties under Delaware law, including without limitation accelerating or extending the Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Distribution Date, the interests Board of Directors of the holders of Rights shall Company determines in its sole discretion to be deemed coincident with the interests of the holders of Common Stockappropriate.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period 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, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-thousandths of Common a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to The Company and the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company Warrant Agent may from time to time supplement or amend this Agreement in writing (a) without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Holders in order (i) to cure any ambiguity, (ii) manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions provision herein, (iii) or to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change 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 adversely affect affect, alter or change the interests of the holders Holders in any material respect, (b) without the approval of Right Certificates any Holders to implement any changes required by the U.S. Coast Guard or the U.S. Maritime Administration in order for the Company to comply with the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens, or (other than an Acquiring Person c) with the prior written consent of Holders exercisable or an Affiliate or Associate of an Acquiring Person). Upon the delivery of convertible for a certificate from an appropriate officer majority of the CompanyWarrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding; provided, 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, but the Rights Warrant Agent shall not be obligated required to enter into execute any amendment or supplement or amendment to this Agreement that affects the Rights Agent’s Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an Authorized Officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement to the contrary, no supplement or amendment shall be made on or after effective unless duly executed by the Distribution Date which changes Warrant Agent. Notwithstanding the Redemption Priceforegoing, the Final Expiration Date, consent of each Holder affected shall be required for any amendment pursuant to which the Purchase Exercise Price would be increased or the number of shares of Common Stock for which a Right is then exercisable. Prior Warrant Shares purchasable would be decreased (other than pursuant to the earlier of the Shares Acquisition Date adjustments provided herein) or the Distribution DateExpiration Date would be shortened. Upon execution and delivery of any supplement or amendment pursuant to this Section 16, the interests of the holders of Rights such amendment shall be deemed coincident with the interests considered a part of the holders this Agreement for all purposes and every Holder of Common Stocka Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. Prior to the earlier of the ---------------------------- Distribution Date or the Shares Acquisition Date and subject to the penultimate ultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, Company may from time to time supplement or amend this Agreement in writing 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 provisions herein, or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), ) 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). Upon the delivery of a certificate from an appropriate officer of the Company, 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, but amendment unless the Rights Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities would adversely affect its interests under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to Except as provided in the earlier penultimate sentence of this Section 27, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, at the expense of the Distribution Date Company, supplement or amend any provision of this Agreement in any respect without the Shares Acquisition Date and subject to approval of any holders of the Rights. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may from time to time may, and the Rights Agent shall, if the Company so directs, at the expense of the Company, supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights again to become redeemable or cause the Agreement again to become amendable other than in accordance with this sentence. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made which changes the Redemption Price, and (ii) no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement shall be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time Corporation and the Rights Agent shall, if the Board of Directors of the Corporation so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCorporation and the Rights Agent shall, pursuant to a like three-fourths vote of its if the Board of DirectorsDirectors of the Corporation so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which hereunder, including but not limited to extending the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)Final Expiration Date, or (iv) to change or supplement the provisions hereunder in any manner which the Company Corporation may deem necessary or desirable and which desirable; provided, however, that no such supplement or amendment 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), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Agreement again to become amendable as to an Acquiring Person or an Affiliate or Associate thereof other than in accordance with this sentence; provided further, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement hereunder. 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, no supplement or amendment shall be made on pursuant to this Section 27 that alters in any adverse manner the Rights Agent’s rights or after duties without the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockAgent’s consent.

Supplements and Amendments. Prior to For as long as the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Rights are then redeemable, the Company Corporation may from time to time in its sole and absolute discretion, and the Rights Agent shall if the Corporation so directs, supplement or amend any provision of this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that the Rights. At any such supplement or amendment shall have been approved by time when the affirmative vote of three-fourths of Rights are not then redeemable, the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition DateCorporation may, and subject to the penultimate sentence of this Section 27Rights Agent shall if the Corporation so directs, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Rights Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the provided in this Rights may be redeemed following the Shares Acquisition Date for up Agreement, provided that no such supplement or amendment pursuant to an additional twenty days beyond the this clause (iii) shall shorten or lengthen any time period set forth provided in Section 23(a)this Rights Agreement unless such shortening or lengthening is for the purpose of protecting, enhancing or clarifying the rights of and/or the benefits to the holders of Rights, or (iv) to change or supplement the provisions hereunder in any 35 - RIGHTS AGREEMENT manner which the Company Corporation may deem necessary or desirable and which desirable, provided that no such supplement or amendment pursuant to this clause (iv) shall not materially adversely affect the interests interest of the holders of Right Certificates Rights (other than an Acquiring Person or an Affiliate or any affiliate of Associate of an Acquiring Person). 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, but the Rights Agent 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 anything contained in this Rights Agreement to the contrary, (a) no supplement or amendment that changes the rights, duties, liabilities or obligations of the Rights Agent under this Agreement shall be effective without the execution of such supplement on amendment by the Rights Agent, and (b) no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Expiration Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend any provision of this Agreement in writing without the approval of any holders of Right certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 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 Purchase Price or the number of shares one one-hundredths of Common a share of Preferred Stock for which a Right is then exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Section 28.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, 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 amendment, except as otherwise provided herein. From and after the Distribution Date, the Company and the Rights Agent may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), 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, 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 CompanyCompany and, which 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, but the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything in this Agreement to the contrary, no and it shall not be bound by any such supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisablenot executed by it. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.the

Supplements and Amendments. Prior to For as long as the earlier Rights are then redeemable, the Corporation (at the direction of the Distribution Date or Board of Directors in its sole and absolute discretion) may, and the Shares Acquisition Date and subject to Rights Agent shall if the penultimate sentence of this Section 27Corporation so directs, the Company may from time to time supplement or amend any provision of this Agreement in writing any manner without the approval of any holders of Right Certificates; provided that the Rights. At any such supplement or amendment shall have been approved by time when the affirmative vote of three-fourths Rights are not then US_ACTIVE:\44376304\7\11727.0008 redeemable, the Corporation (at the direction of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors) may, may from time to time and the Rights Agent shall if the Corporation so directs, supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights (a) in order (i) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions hereinherein or otherwise defective, including without limitation, any change in order to satisfy any applicable law, rule or regulation, (iiic) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)herein, or (ivd) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall way that will not materially adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate any other Person in whose hands Rights are null and void under the provisions of Section 7(e) hereof). Notwithstanding anything contained in this Agreement to the contrary, no supplement or Associate of an Acquiring Person)amendment shall (A) be made which changes the Redemption Price, (B) cause this Agreement again to become amendable other than in accordance with this Section 26 or (C) cause the Rights again to become redeemable. 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 2726, the Rights Agent shall execute such supplement or amendmentamendment and, but subject to the last sentence hereof. Any and all supplements and amendments to this Agreement shall be evidenced in writing, signed by the Corporation, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that affects the Rights Agent’s own rights, liabilities, duties, obligations or immunities under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of time at which the Distribution Date or the Shares Acquisition Date Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the Company may from time to time in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in writing any respect without the approval of any holders of Right Certificates; provided that any such supplement Rights or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the CompanyCommon Shares. From and after the earlier of time at which the Distribution Date or the Shares Acquisition DateRights cease to be redeemable pursuant to Section 23, and subject to the penultimate last sentence of this Section 27, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent will if the Company so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner which the Company may deem necessary desirable; provided that no such supplement or desirable and which amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company, Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided, but however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that affects adopted by the Rights Agent’s own rightsBoard of Directors of the Company, duties, obligations or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall may be made on or after which decreases the Distribution Date which changes the stated Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.an amount less than $.01

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, 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 amendment. From and after the Distribution Date, the Company and the Rights Agent may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) and (ii) of the proviso to Section 23(a)) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner which 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, 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 Company 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, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares. 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, which consent shall not be unreasonably withheld.

Supplements and Amendments. Prior to For so long as the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rights or Common Shares. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 which may be defective or inconsistent with any other provisions herein, (ii) to shorten or lengthen any time period hereunder (which shortening or lengthening, after the time a Person becomes an Acquiring Person, shall be effective only if there are Continuing Directors and shall require the approval of at least a majority of such Continuing Directors) or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other changes or provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date; PROVIDED, HOWEVER, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Agreement again to become amendable other than in accordance with this sentence; PROVIDED FURTHER, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company, 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. Without limiting the foregoing, but at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent 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 anything in may amend this Agreement to lower the contrarythresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, no supplement any Subsidiary of the Company, any employee benefit plan of the Company or amendment shall be made on any Subsidiary of the Company, or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price any entity holding Common Shares for or the number of shares of Common Stock for which a Right is then exercisable. Prior pursuant to the earlier terms of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stockany such plan) and (ii) 8%.

Supplements and Amendments. Prior to the earlier occurrence of the a Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time in its sole and absolute discretion and the Rights Agent shall, if the Board of Directors so directs, supplement or amend any provision of this Agreement in writing as the Board of Directors may deem necessary or desirable without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors Common Stock of the Company. From and after the earlier occurrence of the a Distribution Date or the Shares Acquisition Date, the Company and subject to the penultimate sentence of this Section 27Rights Agent shall, if the Company, pursuant to a like three-fourths vote of its Board of DirectorsDirectors so directs, may from time to time supplement or amend this Agreement in writing without the approval of any holders holder 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 provisions hereinherein or otherwise defective, including any change in order to satisfy any applicable law, rule or regulation, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)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 Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring PersonPerson or Any Person described in Section 7(e)); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, provided further, however, that the right of the Board of Directors to extend the Distribution Date does not require any amendment or supplement hereunder. Upon the delivery of a such certificate from an appropriate officer of the Company, 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, but and any failure of the Rights Agent to so execute such supplement or amendment shall not be obligated affect the validity of the actions taken by the Board of Directors pursuant to enter into this Section 28; provided, that any supplement or amendment that affects does not amend Section 18, Section 19, Section 20 or Section 21 or this Section 28 or any other Section of this Plan in a manner that is adverse to the Rights Agent will become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier occurrence of the Shares Acquisition Date or the a Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockStock 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 28 which alters the Rights Agent’s rights or duties.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during hereunder (which the Rights may be redeemed lengthening or shortening, following the Shares Acquisition Date for up to first occurrence of an additional twenty days beyond the time period event set forth in clauses (i) or (ii) of the proviso to Section 23(a23(b) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of at least two-thirds 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 (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (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, 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, but amendment unless the Rights Right Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities would adversely affect its interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares one-hundredths of Common Stock a Preferred Share for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 2726, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote certificates representing shares of three-fourths of the entire Board of Directors of the CompanyCommon Stock. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 2726, the CompanyCompany and the Rights Agent shall, pursuant to a like three-fourths vote of its Board of Directorsif the Company so directs, may from time to time supplement or amend this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which hereunder (other than the 40 day notice period required for redemption of the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth as provided in Section 23(a23 of this Agreement which may not be shortened), 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 Certificates; provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other than an Acquiring Person time period, unless such lengthening is for the purpose of protecting, enhancing or an Affiliate or Associate clarifying the rights of, and/or the benefits to, the holders of an Acquiring Person)Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but the Rights Agent 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 anything contained in this Agreement to the contrary, : (1) no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock or Units for which a Right is then exercisable; (2) the duration of the Rights may not be shortened without the written consent of the registered holders thereof (other than by a redemption of the Rights pursuant to Section 23); and (3) no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Date, the Company may from time to time and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Companycertificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date, the Company and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may Rights Agent shall from time to time time, if the Company so directs, supplement or amend any provision of this Agreement in writing 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 provisions herein, (iii) to shorten or lengthen the any time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a)hereunder, or (iv) to change make any other provisions in regard to matters or supplement the provisions questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable 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 this Agreement may 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, only at such time as the Rights are redeemable and there is no Acquiring Person, or (B) any other time period, only so long as such lengthening is for the purpose of protecting, enforcing or clarifying the rights of (or the benefits to) the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company, 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, but provided that such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent shall not be obligated to enter into any supplement under Section 18 or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under Section 20 of this Agreement. Notwithstanding anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common StockShares. Notwithstanding anything contained in this Rights Agreement to the contrary, in the event that a majority of the Board of Directors of the Company is comprised of (i) persons elected at a meeting of or by written consent of stockholders and who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing directly or indirectly the provisions of this Section 26, then for a period of 180 days following the effectiveness of such action, this Rights Agreement shall not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person.

Supplements and Amendments. Prior to For so long as the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rights or Common Shares. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Rights Agreement in writing without the approval of any holders of Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths of the entire Board of Directors of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing 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 which may be defective or inconsistent with any other provisions herein, (ii) to shorten or lengthen any time period hereunder (which shortening or lengthening, after the time a Person becomes an Acquiring Person, shall be effective only if there are Continuing Directors and shall require the approval of at least a majority of such Continuing Directors) or (iii) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other changes or provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable and which desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall not adversely affect the interests of the holders of Right Certificates Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Agreement again to become amendable other than in accordance with this sentence; provided further, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company, 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. Without limiting the foregoing, but at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent 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 anything in may amend this Agreement to lower the contrary, no supplement or amendment shall be made on or after thresholds set forth in Sections 1.1 and 3.1 to not less than the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.greater of

Supplements and Amendments. Prior At any time prior to the earlier of the Distribution Date or the Shares Acquisition Date --------------------------- time any person becomes an Acquiring Person, and subject to the penultimate last sentence of this Section 2726, the Company may from time to time may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in writing (including the date on which the Expiration Date or the Distribution Date shall occur, the amount of the 39 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 Right Certificates; provided that any such supplement or amendment shall have been approved by the affirmative vote of three-fourths holder of the entire Board of Directors of the CompanyRights. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27applicable law, the CompanyCompany may, pursuant to a like three-fourths vote of its Board of Directorsand the Rights Agent shall if the Company so directs, may from time to time supplement or amend this Rights Agreement in writing 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 provisions herein, provision of this Rights Agreement or (iiib) to lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up make any other provisions in regard to an additional twenty days beyond the time period set forth in Section 23(a), matters or (iv) to change or supplement the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable and which 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). Upon the delivery of a certificate from an appropriate officer of the Company, which states that the proposed Any supplement or amendment is adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. Any supplement or amendment to this Rights Agreement duly approved by the Company that does not amend Sections 19, 20, 21 or 22 in compliance with the terms of this Section 27, a manner adverse to the Rights Agent shall execute such supplement become effective immediately upon execution by the Company, whether or amendment, but the Rights Agent shall not be obligated to enter into any supplement or amendment that affects also executed by the Rights Agent’s own rights. In addition, duties, obligations or immunities under this Agreement. Notwithstanding notwithstanding anything to the contrary contained in this Agreement to the contraryRights Agreement, no supplement or amendment to this Rights Agreement shall be made on or after the Distribution Date which changes reduces the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock(except as required by Section 12(a)).

Supplements and Amendments. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company The Corporation may from time to time prior to or after the Separation Time amend, supplement or amend restate this Agreement in writing without the approval of any holders of Right Certificates; provided that Rights or Voting Shares in order to correct any such supplement clerical or amendment shall have been approved by typographical error or, subject to Subsection 5.5(d), to maintain the affirmative vote validity and effectiveness of three-fourths this Agreement as a result of any change in applicable laws, rules or regulatory requirements. The Corporation may, prior to the date of the entire Board of Directors shareholders' meeting referred to in Section 5.18, amend, supplement, restate, rescind or delete any of the Company. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence provisions of this Section 27, the Company, pursuant to a like three-fourths vote of its Board of Directors, may from time to time supplement or amend this Agreement in writing without the approval of any holders of Right Certificates Voting Shares or Rights (whether or not such action would materially adversely affect the interest of the holders of Rights generally) where the Board of Directors acting in order (i) good xxxxx xxxxx such action necessary or desirable. Notwithstanding anything in this Section 5.5 to cure any ambiguitythe contrary, (ii) no such amendment, supplement or restatement shall be made to correct or supplement any provision contained herein which may be defective or inconsistent the provisions of Article 4 except with any other provisions herein, (iii) to lengthen the time period during which written concurrence of the Rights may be redeemed following Agent to such amendment, supplement or restatement. Subject to Subsection 5.5(a), the Corporation may, with the prior consent of the holders of Voting Shares Acquisition Date for up to an additional twenty days beyond the time period obtained as set forth in Section 23(a)below, at any time prior to the Separation Time, amend, supplement, restate or (iv) to change or supplement rescind any of the provisions hereunder in any manner which of this Agreement and the Company may deem necessary Rights (whether or desirable and which shall not such action would materially adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring PersonRights generally). Upon Such consent shall be deemed to have been given if the delivery action requiring such approval is authorized by the affirmative vote of a certificate from an appropriate officer majority of the Company, which states that votes cast by Independent Shareholders present or represented at and entitled to vote at a meeting of the proposed supplement or amendment is holders of Voting Shares duly called and held in compliance with applicable laws and the terms articles and by-laws of the Corporation. Subject to Subsection 5.5(a), the Corporation may, with the prior consent of the holders of Rights obtained as set forth below, at any time after the Separation Time, amend, supplement, restate or rescind any of the provisions of this Section 27, Agreement and the Rights Agent shall execute (whether or not such supplement or amendment, but the Rights Agent 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 anything 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 Purchase Price or the number of shares of Common Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed coincident with to have been given if the interests action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by the holders of Rights (other than any holder of Rights whose Rights have become null and void pursuant to the provisions hereof) present or represented at and entitled to vote at a meeting of the holders of Common StockRights. For the purposes hereof, the procedures for the calling, holding and conduct of a meeting of the holders of Rights shall be those, as nearly as may be, which are provided in the Corporation's by-laws with respect to meetings of its shareholders and each Right shall be entitled to one vote at any such meeting. Any amendments, supplements or restatements made by the Corporation to this Agreement pursuant to Subsection 5.5(a) which are required to maintain the validity and effectiveness of this Agreement as a result of any change in any applicable laws, rules or regulatory requirements shall: if made before the Separation Time, be submitted to the holders of Voting Shares at the next meeting of holders of Voting Shares and the holders of Voting Shares may, by the majority referred to in Subsection 5.5(b), confirm or reject such amendment, supplement or restatement; and if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called and held in accordance with the provisions of Subsection 5.5(c) and the holders of Rights may, by a majority referred to in Subsection 5.5(c), confirm or reject such amendment, supplement or restatement. Any such amendment, supplement or restatement shall, unless the Board of Directors otherwise stipulates, be effective from the date of the resolution of the Board of Directors adopting such amendment, supplement or restatement, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment, supplement or restatement is confirmed, it shall continue in effect in the form so confirmed. If such amendment, supplement or restatement is rejected by the holders of Voting Shares or the holders of Rights or is not submitted to the holders of Voting Shares or holders of Rights as required, then such amendment, supplement or restatement shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or if such a meeting of the holders of Rights is not called within 90 days after the date of the resolution of the Board of Directors adopting such amendment, supplement or restatement, at the end of such period, and no subsequent resolution of the Board of Directors to amend, supplement or restate this Agreement to substantially the same effect shall be effective until confirmed by the holders of Voting Shares or holders of Rights as the case may be. The Corporation shall give notice in writing to the Rights Agent of any amendment, supplement or restatement to this Agreement pursuant to section 5.5 within five business days of the date of any such amendment, supplement or restatement, provided that failure to give such notice, or any defect therein, shall not affect the validity of any such amendment, supplement or restatement.