Unassociated Document


    Exhibit
      4.2

    


    RIGHTS
      AGREEMENT

     

    This
      Rights Agreement, dated as of June 4, 2008, between NATHAN'S FAMOUS, INC.,
      a
      Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST
      COMPANY (the “Rights Agent”).

    


    W
      I T
      N E S S E T H :

    


    WHEREAS,
      the Board of Directors of the Company has authorized and declared a dividend
      distribution (the “Distribution”) of one common share purchase right (a “Right”)
      for each outstanding share of the Common Stock (as hereinafter defined)
      outstanding at the close of business on June 5, 2008 (the “Record Date”) and has
      further authorized the issuance of one Right in respect of each share of Common
      Stock of the Company issued between the Record Date and the earlier of the
      Distribution Date, the Expiration Date or the Final Expiration Date (as such
      terms are hereinafter defined), and under certain other circumstances, each
      Right representing the right to purchase one share of Common Stock of the
      Company upon the terms and subject to the conditions hereinafter set
      forth.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      set
      forth, the parties hereby agree as follows:

    


    SECTION
      1. Certain
      Definitions.
      For
      purposes of this Agreement, the following terms have the meanings
      indicated:

    


    (a) “Acquiring
      Person” shall mean any Person (as such term is hereinafter defined) who or that,
      together with all Affiliates and Associates (as such terms are hereinafter
      defined) of such Person, shall be the Beneficial Owner (as such term is
      hereinafter defined) of 15% or more of the shares of Common Stock then
      outstanding. Notwithstanding the foregoing, (A) the term Acquiring Person
      shall not include (i) the Company, (ii) any Subsidiary (as such term
      is hereinafter defined) of the Company, (iii) any employee benefit or
      compensation plan of the Company or any Subsidiary of the Company, or
      (iv) any entity holding shares of Common Stock for or pursuant to the terms
      of any such employee benefit or compensation plan of the Company or any
      Subsidiary of the Company; and (B) no Person shall become an “Acquiring
      Person” (i) as the result of an acquisition of shares of Common Stock by
      the Company which, by reducing the number of shares of Common Stock issued
      and
      outstanding, increases the proportionate number of shares of Common Stock
      beneficially owned by such Person to 15% or more of the shares of Common Stock
      then outstanding; provided, however, that if a Person shall become the
      Beneficial Owner of 15% or more of the shares of Common Stock then outstanding
      by reason of share purchases by the Company and shall, following written notice
      from, or public disclosure by the Company of such share purchases by the
      Company, become the Beneficial Owner of any additional shares of Common Stock
      without the prior consent of the Company and shall then Beneficially Own more
      than 15% of the shares of Common Stock then outstanding, then such Person shall
      be deemed to be an “Acquiring Person,” (ii) as the result of the
      acquisition of shares of Common Stock directly from the Company in a private
      transaction; provided, however, that if a Person shall become the Beneficial
      Owner of 15% or more of the shares of Common Stock then outstanding by reason
      of
      share purchases or issuances directly from the Company in a private transaction
      and shall, after that date, become Beneficial Owner of any additional shares
      of
      Common Stock without the prior written consent of the Company and shall then
      Beneficially Own more than 15% of the shares of Common Stock then outstanding,
      then such Person shall be deemed to be an “Acquiring Person,” (iii) as the
      result of the acquisition of shares of Common Stock in a transaction approved
      by
      the Company or (iv) if the Board of Directors determines in good faith that
      a Person who would otherwise be an “Acquiring Person,” as defined pursuant to
      the foregoing provisions of this Section 1(a), has become such
      inadvertently, and if requested by the Company such Person divests, as promptly
      as practicable (as determined in good faith by the Board of Directors),
      following receipt of written notice from the Company of such event, of
      Beneficial Ownership of a sufficient number of shares of Common Stock so that
      such Person would no longer be an Acquiring Person, as defined pursuant to
      the
      foregoing provisions of this Section 1(a), then such Person shall not be
      deemed to be an “Acquiring Person” for any purposes of this Agreement; provided,
      however, that if such Person shall subsequently acquire any additional shares
      of
      Common Stock and/or again become the Beneficial Owner of 15% or more of the
      shares of Common Stock then outstanding, such Person shall be deemed an
“Acquiring Person,” subject to the exceptions set forth in this
      Section 1(a).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) “Affiliate”
      and “Associate” shall have the respective meanings ascribed to such terms in
      Rule 12b-2 of the General Rules and Regulations under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”); provided,
      however,
      that
      the limited partners of a limited partnership shall not be deemed to be
      Associates of such limited partnership solely by virtue of their limited
      partnership interests.

    


    (c) A
      Person
      shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially
      own” any securities:

    


    (i) which
      such Person, or any of such Person's Affiliates or Associates, is deemed to
      beneficially own, directly or indirectly, within the meaning of Rule 13d-3
      of the General Rules and Regulations under the Exchange Act;

    


    (ii) which
      such Person or any of such Person's Affiliates or Associates has (A) the
      right to acquire (whether such right is exercisable immediately or only after
      the passage of time) pursuant to any agreement, arrangement or understanding
      (other than customary agreements with and between underwriters and selling
      group
      members with respect to a bona fide public offering of securities), or upon
      the
      exercise of conversion rights, exchange rights, rights (other than these
      Rights), warrants or options, or otherwise; provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      securities tendered pursuant to a tender or exchange offer made by or on behalf
      of such Person or any such Person's Affiliates or Associates until such tendered
      securities are accepted for purchase of exchange; or (B) the right to vote
      pursuant to any agreement, arrangement or understanding; provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      any
      security if the agreement, arrangement or understanding to vote such security
      (1) arises solely from a revocable proxy or consent given to such Person in
      response to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable rules and regulations of the Exchange Act,
      and
      (2) is not also then reportable on Schedule 13D under the Exchange Act (or
      any comparable or successor report); or


    
      
        
        

      

      
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    (iii) that
      are
      beneficially owned, directly or indirectly, by any other Person with which
      such
      Person or any of such Person's Affiliates or Associates has any agreement,
      arrangement or understanding (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities) for the purpose of acquiring, holding (including
      arrangements regarding the economic benefit of holding such securities) , voting
      (except to the extent contemplated by the proviso to Section 1(c)(ii)(B))
      or disposing of any securities of the Company.

    


    Notwithstanding
      anything in this definition of Beneficial Ownership to the contrary, the phrase
      “then outstanding,” when used with reference to a Person's Beneficial Ownership
      of securities of the Company, shall mean the number of such securities then
      issued and outstanding together with the number of such securities not then
      actually issued and outstanding which such Person would be deemed to own
      beneficially hereunder. 

    


    (d) “Business
      Day” shall mean any day other than a Saturday, Sunday, or a day on which banking
      institutions in the State of New York are authorized or obligated by law or
      executive order to close.

    


    (e) “Close
      of
      Business” on any given date shall mean 5:00 P.M., New York City time, on
      such date; provided,
      however,
      that if
      such date is not a Business Day it shall mean 5:00 P.M., New York City
      time, on the next succeeding Business Day.

    


    (f) “Common
      Stock” when used with reference to the Company shall mean the Common Stock, $.01
      par value, of the Company and when used with reference to any Person other
      than
      the Company shall mean the capital stock (or equity interest) with the greatest
      voting power of such other Person or, if such other Person is a Subsidiary
      of
      another Person, the Person or Persons that ultimately control such
      first-mentioned Person.

    


    (g) “Common
      Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii)
      hereof.

    


    (h) “Distribution
      Date” shall have the meaning set forth in Section 3(a) hereof.

    


    (i) “Expiration
      Date” shall have the meaning set forth in Section 7(a) hereof.

    


    (j) “Final
      Expiration Date” shall have the meaning set forth in Section 7(a)
      hereof.

    


    (k) “Interested
      Stockholder” shall mean any Acquiring Person or any Affiliate or Associate of an
      Acquiring Person or any other Person in which any such Acquiring Person,
      Affiliate or Associate has a controlling interest, or any other Person acting
      directly or indirectly on behalf of or in concert with any such Acquiring
      Person, Affiliate or Associate.

    


    (l) “Person”
      shall mean any individual, firm, corporation or other entity.


    
      
        
        

      

      
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    (m) “Purchase
      Price” shall have the meaning set forth in Section 7(b)
      hereof.

    


    (n) “Redemption
      Date” shall have the meaning set forth in Section 7(a) hereof.

    


    (o) “Shares
      Acquisition Date” shall mean the first date of public announcement by the
      Company or an Acquiring Person that an Acquiring Person has become such;
provided,
      however
      that, if
      such Person is determined not to have become an Acquiring Person pursuant to
      Section l(a)(B)(iii) hereof, then no Shares Acquisition Date shall be
      deemed to have occurred and; provided,
      further,
      that
      for the purposes of this definition, a public announcement shall not include
      any
      report filed by the Company pursuant to the Exchange Act other than a filing
      wherein the Company announces that an Acquiring Person has become
      such.

    


    (p) “Subsidiary”
      of any Person shall mean any corporation or other entity of which a majority
      of
      the voting power of the voting equity securities or equity interest is owned,
      directly or indirectly, by such Person.

    


    (q) “Triggering
      Event” shall mean the occurrence of any event described in Section 11(a)(ii) or
      Section 13(a).

    


    SECTION
      2. Appointment
      of Rights Agent.
      The
      Company hereby appoints the Rights Agent to act as agent for the Company and
      the
      holders of the Rights (who, in accordance with Section 3 hereof, shall
      prior to the Distribution Date also be the holders of the Common Stock) in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. The Company may from time to time appoint such
      co-Rights Agents as it may deem necessary or desirable.

    


    SECTION
      3. Issue
      of Right Certificates.
      (a) Until
      the earlier of (i) the tenth day after the Shares Acquisition Date or
      (ii) the tenth Business Day (or such later date as may be determined by
      action of the Board of Directors prior to such time as any Person becomes an
      Acquiring Person) after the date of the commencement (determined in accordance
      with Rule 14d-2 under the Exchange Act) by any Person (other than the
      Company, any Subsidiary of the Company, any employee benefit plan of the Company
      or of any Subsidiary of the Company or any Person holding Common Stock for
      or
      pursuant to the terms of any such plan) or the date of an announcement of an
      intention by any such Person to commence, a tender or exchange offer, the
      consummation of which would result in a Person becoming an Acquiring Person
      (including any such date that is after the date of this Agreement and prior
      to
      the issuance of the Rights; the earlier of such dates being herein referred
      to
      as “Distribution Date”), (x) the Rights will be evidenced (subject to the
      provisions of Section 3(b) hereof) by the certificates for Common Stock
      registered in the names of the holders thereof (which certificates shall also
      be
      deemed to be Right Certificates) and not by separate Right Certificates, and
      (y) the Rights (and the right to receive Right Certificates therefor) will
      be transferable only in connection with the transfer of Common Stock. As soon
      as
      practicable after the Distribution Date, the Company will prepare and execute,
      the Rights Agent will countersign, and the Company will send or cause to be
      sent
      (and the Rights Agent will, if requested, send) by first-class, insured,
      postage-prepaid mail to each record holder of Common Stock as of the close
      of
      business on the Distribution Date, at the address of such holder shown on the
      records of the Company, a Right Certificate, substantially in the form of
      Exhibit A hereto ( the “Right Certificate”), evidencing one Right for each share
      of Common Stock so held. As of the Distribution Date, the Rights will be
      evidenced solely by such Right Certificates.


    
      
        
        

      

      
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    (b) On
      the
      Record Date or as soon as practicable thereafter, the Company will send a copy
      of a Summary of Rights to Purchase Common Stock, in substantially the form
      attached hereto as Exhibit B (the “Summary of Rights”), by first-class,
      postage prepaid mail, to each record holder of the Common Stock as of the close
      of business on the Record Date, at the address of such holder shown on the
      records of the Company. In the event that the Company amends this Agreement
      pursuant to the terms hereof, the effect of which amendment is to require the
      amendment of the Summary of Rights, the Company will mail such amended Summary
      of Rights to holders of record of Common Stock on the effective date of any
      such
      amendment. With respect to certificates for the Common Stock outstanding as
      of
      the Record Date, until the Distribution Date, the Rights will be evidenced
      by
      such certificates for the Common Stock registered in the names of the holders
      of
      the Common Stock. Until the Distribution Date (or earlier of the Redemption
      Date
      and the Final Expiration Date), the surrender for transfer of any of the
      certificates for the Common Stock outstanding on the Record Date shall also
      constitute the transfer of the Rights associated with the Common Stock
      represented by such certificate.

    


    (c) Rights
      shall be issued in respect of all shares of Common Stock which are issued
      (whether originally issued or from the Company’s treasury) after the Record Date
      but prior to the earliest of the Distribution Date, the Redemption Date or
      the
      Final Expiration Date. Certificates representing such shares of Common Stock
      shall also be deemed to be certificates for Rights and shall have impressed
      on,
      printed on, written on or otherwise affixed to them the following
      legend:

    


    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement, as amended, between NATHAN'S FAMOUS, INC.
      and
      AMERICAN STOCK TRANSFER AND TRUST COMPANY, Rights Agent, dated as of June 4,
      2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein
      by reference and a copy of which is on file at the principal executive offices
      of NATHAN'S FAMOUS, INC. Under certain circumstances, as set forth in the Rights
      Agreement, such Rights will be evidenced by separate certificates and will
      no
      longer be evidenced by this certificate. NATHAN'S FAMOUS, INC. will mail to
      the
      holder of this certificate a copy of the Rights Agreement (as in effect on
      the
      date of mailing) without charge promptly after receipt of a written request
      therefor. Rights which are or were beneficially owned by Acquiring Persons
      or
      their Affiliates or Associates (as such terms are defined in the Rights
      Agreement) and any subsequent holder of such Rights will be null and
      void.

    


    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date (or, if earlier, the earlier of the Redemption Date or the
      Final Expiration Date), the Rights associated with the Common Stock represented
      by such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any of such certificates shall also constitute the
      transfer of the Rights associated with the Common Stock represented by such
      certificate. In the event that the Company purchases or acquires any Common
      Stock after the Record Date but prior to the Distribution Date, any Rights
      associated with such Common Stock shall be deemed canceled and retired so that
      the Company shall not be entitled to exercise any Rights associated with the
      Common Stock that are no longer outstanding. Notwithstanding this Section 3(c),
      the omission of a legend shall not affect the enforceability of any part of
      this
      Agreement or the rights of any holder of the Rights.


    
      
        
        

      

      
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    SECTION
      4. Form
      of Right Certificates.
      (a) The
      Right Certificates (and the form of election to purchase shares and of
      assignment to be printed on the reverse thereof) shall be substantially the
      same
      as Exhibit A hereto and may have such marks of identification or designation
      and
      such legends, summaries or endorsements printed thereon as the Company may
      deem
      appropriate and as are not inconsistent with the provisions of this Agreement,
      or as may be required to comply with any applicable law or with any rule or
      regulation made pursuant thereto or with any rule or regulation or any stock
      exchange on which the Rights may from time to time be listed, or to conform
      to
      usage. Subject to the provisions of Section 7, 11 and 22 hereof, the Right
      Certificates, whenever issued, shall entitle the holders thereof to purchase
      such number of shares of the Common Stock as shall be set forth therein at
      the
      Purchase Price (as defined in Section 7(b)), but the number of such shares
      and the Purchase Price shall be subject to adjustment as provided
      herein.

    


    (b) Notwithstanding
      any other provision of this Agreement, any Right Certificate issued pursuant
      to
      Section 3(a) or Section 22 hereof that represents Rights beneficially
      owned by (i) an Acquiring Person or any Associate or Affiliate thereof,
      (ii) on or after the Distribution Date by any Person who subsequently
      becomes an Acquiring Person (or an Affiliate or Associate of an Acquiring
      Person), (iii) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee after the Acquiring Person
      becomes such, or (iv) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee prior to or concurrently with
      the Acquiring Person becoming such and receives such Rights pursuant to either
      (A) a transfer (whether or not for consideration) from the Acquiring Person
      to holders of equity interests in such Acquiring Person or to any Person with
      whom such Acquiring Person has any continuing agreement, arrangement or
      understanding regarding the transferred Rights or (B) a transfer which the
      Board of Directors of the Company has determined is part of a plan, arrangement
      or understanding which has as a primary purpose or effect avoidance of
      Section 7(e) hereof, and any Right Certificate issued at any time to any
      nominee of such Acquiring Person, Associate or Affiliate, and any Right
      Certificate issued pursuant to Section 6 or Section 11 upon transfer,
      exchange, replacement or adjustment of any other Right Certificate referred
      to
      in this sentence, shall contain (to the extent feasible) the following
      legend:

    


    The
      Rights represented by this Right Certificate are or were beneficially owned
      by a
      Person who was or became an Acquiring Person or an Affiliate or an Associate
      of
      an Acquiring Person (as such terms are defined in the Rights Agreement). This
      Right Certificate and the Rights represented hereby are null and
      void.


    
      
        
        

      

      
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    SECTION
      5. Countersignature
      and Registration.
      (a) The Right Certificates shall be executed on behalf of the Company by
      its Chairman of the Board, Chief Executive Officer, President, its Chief
      Financial Officer or any of its Vice Presidents, either manually or by facsimile
      signature, may have affixed thereto the Company’s seal and shall be attested by
      the Secretary of the Company, either manually or by facsimile signature. The
      Right Certificates shall be manually countersigned by the Rights Agent and
      shall
      not be valid for any purpose unless so countersigned. In case any officer of
      the
      Company who shall have signed any of the Right Certificates shall cease to
      be
      such officer of the Company before countersignature by the Rights Agent and
      issuance and delivery by the Company, such Right Certificates, nevertheless,
      may
      be countersigned by the Rights Agent, issued and delivered with the same force
      and effect as though the person who signed such Right Certificates had not
      ceased to be such officer of the Company; and any Right Certificate may be
      signed on behalf of the Company by any person who, at the actual date of the
      execution of such Right Certificate, shall be a proper officer of the Company
      to
      sign such Right Certificate, although at the date of the execution of this
      Rights Agreement any such person was not such an officer.

    


    (b) Following
      the Distribution Date, the Rights Agent will keep or cause to be kept, at one
      of
      its offices in New York, New York, books for registration and transfer
      of the Right Certificates issued hereunder. Such books shall show the names
      and
      addresses of the respective holders of the Right Certificates, the number of
      Rights evidenced on its face by each of the Right Certificates and the date
      of
      each of the Right Certificates.

    


    SECTION
      6. Transfer,
      Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
      Lost or Stolen Right Certificates.
      (a) Subject to the provisions of Sections 4(b), 7(e) and 14 hereof, at
      any time after the close of business on the Distribution Date, and at or prior
      to the close of business on the Expiration Date, any Right Certificate or Right
      Certificates may be transferred, split up, combined or exchanged for another
      Right Certificate or Right Certificates, entitling the registered holder to
      purchase a like number of shares of Common Stock as the Right Certificate or
      Right Certificates surrendered then entitled such holder to purchase. Any
      registered holder desiring to transfer, split-up, combine or exchange any Right
      Certificate shall make such request in writing delivered to the Rights Agent,
      and shall surrender the Right Certificate or Right Certificates to be
      transferred, split up, combined or exchanged at the principal office of the
      Rights Agent for such purpose. Neither the Rights Agent nor the Company shall
      be
      obligated to take any action whatsoever with respect to the transfer of any
      such
      surrendered Right Certificate until the registered holder shall have completed
      and signed the certificate contained in the form of assignment on the reverse
      side of such Right Certificates and shall have provided such additional evidence
      of the identity of the Beneficial Owner (or former Beneficial Owner) or
      Affiliates or Associates thereof as the Company shall reasonably request.
      Thereupon, the Rights Agent shall, subject to Sections 4(b), 7(e) and 14
      hereof, countersign and deliver to the person entitled thereto a Right
      Certificate or Right Certificates, as the case may be, as so requested. The
      Company may require payment of a sum sufficient to cover any tax or governmental
      charge that may be imposed in connection with any transfer, split up,
      combination or exchange of Right Certificates.

    


    (b) Upon
      receipt by the Company and the Rights Agent of evidence reasonably satisfactory
      to them of the loss, theft, destruction or mutilation of a Right Certificate,
      and, in case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to them, and reimbursement to the Company and the Rights Agent
      of
      all reasonable expenses incidental thereto, and upon surrender to the Rights
      Agent and cancellation of the Right Certificate if mutilated, the Company will
      make and deliver a new Right Certificate of like tenor to the Rights Agent
      for
      delivery to the registered owner of lieu of the Right Certificate so lost,
      stolen, destroyed or mutilated.


    
      
        
        

      

      
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    SECTION
      7. Exercise
      of Rights: Purchase Price: Expiration Date of Rights.
      (a) The registered holder of any Right Certificate may exercise the Rights
      evidenced thereby (except as otherwise provided herein including, without
      limitation, the restrictions set forth in Sections 7(e), 9(c), 11(a)(ii),
      11(a)(iii) and 23(b)) in whole or in part at any time after the Distribution
      Date upon surrender of the Right Certificate, with the form of election to
      purchase on the reverse side thereof duly executed, to the Rights Agent at
      the
      principal office of the Rights Agent in New York, New York, together
      with payment of the Purchase Price for each share of Common Stock as to which
      the Rights are exercised, at or prior to the close of business on the earlier
      of
      (i) June 5, 2013 (the “Final Expiration Date”), or (ii) the date on
      which the Rights are redeemed as provided in Section 23 (the “Redemption
      Date”); or (iii) the time at which the Rights are exchanged as provided in
      Section 24 hereof (the earlier of (i), (ii) and (iii) being the “Expiration
      Date”).

    


    (b) The
      purchase price for each share of Common Stock pursuant to the exercise of a
      Right shall initially be $30.00, shall be subject to adjustment from time to
      time as provided in Sections 11 and 13 hereof and shall be payable in
      lawful money of the United States of America in accordance with
      paragraph (c) below (the “Purchase Price”).

    


    (c) Upon
      receipt of a Right Certificate representing exercisable Rights, with the form
      of
      election to purchase duly executed, accompanied by payment of the Purchase
      Price
      for shares of Common Stock (or other shares, securities, cash, or other assets,
      as the case may be) to be purchased and an amount equal to any applicable
      transfer tax in cash, or by certified check or bank draft payable to the order
      of the Company, the Rights Agent shall thereupon promptly (i) requisition
      from any transfer agent of the Common Stock of the Company certificates for
      the
      number of shares of the Common Stock to be purchased and the Company hereby
      irrevocably authorizes its transfer agent to comply with all such requests,
      (ii) when appropriate, requisition from the Company the amount of cash to
      be paid in lieu of issuance of fractional shares in accordance with
      Section 14, (iii) after receipt of such certificates, cause the same
      to be delivered to or upon the order of the registered holder of such Right
      Certificate, registered in such name or names as may be designated by such
      holder, and (iv) when appropriate, after receipt promptly deliver such cash
      to or upon the order of the registered holder of such Right Certificate. In
      the
      event that the Company is obligated to issue other securities of the Company,
      pay cash and/or distribute other property pursuant to Section 11(a) hereof,
      the Company will make all arrangements necessary so that such other securities,
      cash and/or other property are available for distribution by the Rights Agent,
      if and when appropriate.

    


    (d) In
      case
      the registered holder of any Right Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent to
      the
      registered holder of such Right Certificate or to his duly authorized assigns,
      subject to the provisions of Section 14 hereof.


    
      
        
        

      

      
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    (e) Notwithstanding
      anything in this Agreement to the contrary, from and after the occurrence of
      a
      Triggering Event, any Rights beneficially owned by (i) an Acquiring Person
      or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of
      an Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such, or (iii) a transferee
      of an Acquiring Person (or of any such Associate or Affiliate) who becomes
      a
      transferee prior to or concurrently with the Acquiring Person becoming such
      and
      receives such Rights pursuant to either (A) a transfer (whether or not for
      consideration) from the Acquiring Person to holders of equity interests in
      such
      Acquiring Person or to any Person with whom the Acquiring Person has any
      continuing agreement, arrangement or understanding regarding the transferred
      Rights or (B) a transfer which the Board of Directors of the Company has
      determined is part of a plan, arrangement or understanding which has as a
      primary purpose or effect the avoidance of this Section 7(e), shall become
      null and void upon the occurrence of a Triggering Event and no holder of such
      Rights shall have any right with respect to such Rights under any provision
      of
      this Agreement from and after the occurrence of a Triggering Event. The Company
      shall use all reasonable efforts to insure that the provisions of this
      Section 7(e) and Section 4(b) hereof are complied with, but shall have
      no liability to any holder of Right Certificates or other Person as a result
      of
      its failure to make any determinations with respect to an Acquiring Person
      or
      its Affiliates, Associates or transferees hereunder.

    


    (f) Notwithstanding
      anything in this Agreement to the contrary, neither the Rights Agent nor the
      Company shall be obligated to undertake any action with respect to a registered
      holder upon the occurrence of any purported exercise as set forth in this
      Section 7 unless such registered holder shall have (i) completed and
      signed the certificate contained in the form of election to purchase set forth
      on the reverse side of the Right Certificate surrendered for such exercise,
      and
      (ii) provided such additional evidence of the identity of the Beneficial
      Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the
      Company shall reasonably request.

    


    SECTION
      8. Cancellation
      and Destruction of Right Certificates.
      All
      Right Certificates surrendered for the purpose of exercise, transfer, split
      up,
      combination or exchange shall, if surrendered to the Company or to any of its
      agents, be delivered to the Rights Agent for cancellation or in cancelled form,
      or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Rights Agreement. The Company shall deliver to
      the
      Rights Agent for cancellation and retirement, and the Rights Agent shall so
      cancel and retire, any other Right Certificate purchased or acquired by the
      Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
      all cancelled Right Certificates to the Company, or shall, at the written
      request of the Company, destroy such cancelled Right Certificates, and in such
      case shall deliver a certificate of destruction thereof to the
      Company.

    


    SECTION
      9. Reservation
      and Availability of Shares of Capital Stock.
      (a) The Company covenants and agrees that it will cause to be reserved and
      kept available out of its authorized and unissued shares of Common Stock or
      its
      authorized and issued Common Stock held in its treasury, the number of shares
      of
      the Common Stock that will be sufficient to permit the exercise in full of
      all
      outstanding Rights.

    


    (b) So
      long
      as the Common Stock issuable upon the exercise of Rights may be listed on any
      national securities exchange, from and after the Distribution Date to the
      Expiration Date, the Company shall use its best efforts to cause all shares
      reserved for such issuance to be listed on such exchange upon official notice
      of
      issuance upon such exercise.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (c) The
      Company shall use its best efforts to (i) prepare and file, as soon as
      practicable following the Distribution Date, a registration statement under
      the
      Securities Act of 1933 (the “Act”), with respect to the Rights and the
      securities purchasable upon exercise of the Rights on an appropriate form,
      (ii) cause such registration statement to become effective as soon as
      practicable after such filing, and (iii) cause such registration statement
      to remain effective (with a prospectus at all times meeting the requirements
      of
      the Act) until the Expiration Date. The Company will also take such action
      as
      may be appropriate under the Blue Sky laws of the various states. The Company
      may temporarily suspend, for a period of time not to exceed ninety (90)
      days, the exercisability of the Rights in order to prepare and file such
      registration statement. Upon any such suspension, the Company shall issue a
      public announcement stating that the exercisability of the Rights has been
      temporarily suspended.

    


    (d) The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all shares of the Common Stock delivered upon exercise
      of Rights shall, at the time of delivery of the certificates for such shares
      (subject to payment of the Purchase Price), be duly and validly authorized
      and
      issued and fully paid and nonassessable.

    


    (e) The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all federal and state transfer taxes and charges which may be payable in
      respect of the issuance or delivery of the Right Certificates or of any shares
      of the Common Stock upon the exercise of Rights. The Company shall not, however,
      be required (a) to pay any transfer tax which may be payable in respect of
      any transfer involved in the transfer or delivery of Right Certificates or
      the
      issuance or delivery of certificates for the Common Stock in a name other than
      that of the registered holder of the Right Certificate evidencing Rights
      surrendered for exercise or (b) to issue or deliver any certificates for
      shares of the Common Stock upon the exercise of any Rights until any such tax
      shall have been paid (any such tax being payable by the holder of such Right
      Certificate at the time of surrender) or until it has been established to the
      Company's satisfaction that no such tax is due.

    


    SECTION
      10. Common
      Stock Record Date.
      Each
      person in whose name any certificate for shares of Common Stock is issued upon
      the exercise of Rights shall for all purposes be deemed to have become the
      holder of record of the Common Stock represented thereby on, and such
      certificate shall be dated, the date upon which the Right Certificate evidencing
      such Rights was duly surrendered and payment of the Purchase Price (and any
      applicable transfer taxes) was made; provided, however, that if the date of
      such
      surrender and payment is a date upon which the Common Stock transfer books
      of
      the Company are closed, such person shall be deemed to have become the record
      holder of such shares on and such certificate shall be dated, the next
      succeeding business day on which the Common Stock transfer books of the Company
      are open. Prior to the exercise of the Rights evidenced thereby, the holder
      of a
      Right Certificate shall not be entitled to any rights of a shareholder of the
      Company with respect to shares for which the Rights shall be exercisable,
      including, without limitation, the right to vote, to receive dividends or other
      distributions or to exercise any preemptive rights, and shall not be entitled
      to
      receive any notice of any proceedings of the Company, except as provided
      herein.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    SECTION
      11. Adjustment
      of Purchase Price, Number of Shares or Number of
      Rights.
      The
      Purchase Price, the number of shares covered by each Right and the number of
      Rights outstanding are subject to adjustment from time to time as provided
      in
      this Section 11.

    


    (a)(i) In
      the
      event the Company shall at any time after the date of this Agreement
      (A) declare a dividend on the outstanding shares of Common Stock payable in
      shares of Common Stock, (B) subdivide the outstanding Common Stock,
      (C) combine the outstanding Common Stock into a smaller number of shares,
      or (D) issue any shares of its capital stock in a reclassification of the
      Common Stock (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing corporation),
      except as otherwise provided in this Section 11(a) hereof, the Purchase
      Price in effect at the time of the record date for such dividend or of the
      effective date of such subdivision, combination or reclassification, and the
      number and kind of shares of capital stock issuable on such date, shall be
      proportionately adjusted so that (subject to Section 7(e)) the holder of any
      Right exercised after such time shall be entitled to receive the aggregate
      number and kind of shares of capital stock which, if such Right had been
      exercised immediately prior to such date and at a time when the Common Stock
      transfer books of the Company were open, he would have owned upon such exercise
      and been entitled to receive by virtue of such dividend, subdivision,
      combination or reclassification. If an event occurs which would require an
      adjustment under both Section 11(a)(i) and Section 11(a)(ii), the
      adjustment provided for in this Section 11(a)(i) shall be in addition to,
      and shall be made prior to, any adjustment required pursuant to
      Section 11(a)(ii).

    


    (ii) Subject
      to Section 24 of this Agreement and the provisions of the next paragraph of
      this Section 11(a)(ii), in the event any Person shall become an Acquiring
      Person, each holder of a Right shall thereafter have a right to receive, upon
      exercise thereof at a price equal to the then current Purchase Price multiplied
      by the number of shares of Common Stock for which a Right is then exercisable,
      in accordance with the terms of this Agreement, such number of shares of Common
      Stock of the Company as shall equal the result obtained by (x) multiplying
      the then current Purchase Price by the then number of shares of Common Stock
      for
      which a Right is then exercisable and dividing that product by (y) the
      Purchase Price or, if less than the Purchase Price, the then current per share
      market price of the Company's Common Stock (determined pursuant to
      Section 11(d) hereof) on the date on which any Person shall become an
      Acquiring Person; provided,
      however,
      that if
      the transaction that would otherwise give rise to the foregoing adjustment
      is
      also subject to the provisions of Section 13 hereof, then only the
      provisions of Section 13 shall apply and no adjustment shall be made
      pursuant to this Section 11(a)(ii). In the event that any Person shall
      become an Acquiring Person and the Rights shall then be outstanding, the Company
      shall not take any action which would eliminate or diminish the benefits
      intended to be afforded by the Rights.

    


    Notwithstanding
      the foregoing or anything in this Agreement to the contrary, any Rights that
      are
      or were acquired or beneficially owned by any Acquiring Person (or any Associate
      or Affiliate of such Acquiring Person) shall be void and any holder of such
      Rights shall thereafter have no right to exercise such Rights under any
      provision of this Agreement. No Right Certificate shall be issued pursuant
      to
      Section 3 that represents Rights beneficially owned by an Acquiring Person
      whose Rights would be void pursuant to the preceding sentence or any Associate
      or Affiliate thereof; no Right Certificate shall be issued at any time upon
      the
      transfer of any Rights to an Acquiring Person whose Rights would be void
      pursuant to the preceding sentence or any Associate or Affiliate thereof or
      to
      any nominee of such Acquiring Person, Associate or Affiliate; and any Right
      Certificate delivered to the Rights Agent for transfer to an Acquiring Person
      whose Rights would be void pursuant to the preceding sentence shall be
      cancelled.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (iii) In
      lieu
      of issuing shares of Common Stock in accordance with Section 1l(a)(ii)
      hereof, the Company may, if a majority of the Board of Directors then in office
      determines that such action is necessary or appropriate and not contrary to
      the
      interests of holders of Rights, elect to (and, in the event that the Board
      of
      Directors has not exercised the exchange right contained in Section 24(c)
      hereof and there are not sufficient treasury shares and authorized but unissued
      shares of Common Stock to permit the exercise in full of the Rights in
      accordance with Section 1l(a)(ii), the Company shall) take all such action
      as may be necessary to authorize, issue or pay, upon the exercise of the Rights,
      cash (including by way of a reduction of the Purchase Price), property, other
      securities or any combination thereof having an aggregate value equal to the
      shares of Common Stock that otherwise would have been issuable pursuant to
      Section 1l(a)(ii) hereof ( “Common Stock Equivalents”), that aggregate
      value shall be determined by a nationally recognized investment banking firm
      selected by a majority of the Board of Directors then in office. For purposes
      of
      the preceding sentence, the value of the shares of Common Stock shall be
      determined pursuant to Section 11(d) hereof. Any such election by the Board
      of Directors must be made within 60 days following the date on which the
      event described in Section 1l(a)(ii) hereof shall have occurred. Following
      the occurrence of the event described in Section 1l(a)(ii) hereof, a
      majority of the Board of Directors then in office may suspend the exercisability
      of the Rights for a period of up to 60 days following the date on which the
      event described in Section 1l(a)(ii) hereof shall have occurred to the
      extent that such directors have not determined whether to exercise their rights
      of election under this Section 1l(a)(iii). In the event of any such
      suspension, the Company shall issue a public announcement stating that the
      exercisability of the Rights has been temporarily suspended.

    


    (b) In
      the
      case the Company shall fix a record date for the issuance of rights or warrants
      to all holders of Common Stock entitling them (for a period expiring within
      45 calendar days after such record date) to subscribe for or purchase
      Common Stock (or securities convertible into Common Stock) at a price per share
      of Common Stock (or having a conversion price per share of Common Stock, if
      a
      security is convertible into the Common Stock) less than the current market
      price per share of the Common Stock (as defined in Section 11(d)) on such
      record date, the Purchase Price to be in effect after such record date shall
      be
      determined by multiplying the Purchase Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the number of shares
      of Common Stock outstanding on such record date plus the number of shares of
      Common Stock which the aggregate offering price of the total number of shares
      of
      Common Stock so to be offered (and/or the aggregate initial conversion price
      of
      the convertible securities so to be offered) would purchase at such current
      market price and the denominator of which shall be the number of shares of
      Common Stock outstanding on such record date plus the number of additional
      shares of Common Stock to be offered for subscription or purchase (or into
      which
      the convertible securities so to be offered are initially convertible). In
      case
      such subscription price may be paid in a consideration part or all of which
      shall be in a form other than cash, the value of such consideration shall be
      as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be binding on the Rights Agent and the holders of Rights. Shares of the
      Common Stock owned by or held for the account of the Company shall not be deemed
      outstanding for the purpose of any such computation. Such adjustment shall
      be
      made successively whenever such a record date is fixed; and in the event that
      such rights or warrants are not so issued, the Purchase Price shall be adjusted
      to be the Purchase Price which would then be in effect if such record date
      has
      not been fixed.


    
      
        
        

      

      
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    (c) In
      case
      the Company shall fix a record date for the making of a distribution to all
      holders of Common Stock (including any such distribution made in connection
      with
      a consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness, cash (other than a regular periodic cash dividend
      at
      a rate not in excess of 125% of the rate of the last cash dividend theretofore
      paid) assets, stock (other than a dividend payable in Common Stock) or
      subscription rights or warrants (excluding those referred to in
      Section 11(b)), the Purchase Price to be in effect after such record date
      shall be determined by multiplying the Purchase Price in effect immediately
      prior to such record date by a fraction, the numerator of which shall be the
      current market price per share of the Common Stock (as defined in
      Section 11(d)) on such record date, less the fair market value (as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights Agent)
      of
      the portion of the cash, assets, stock or evidences of indebtedness so to be
      distributed or of such subscription rights or warrants applicable to one share
      of the Common Stock and of which the denominator shall be such current market
      price per share of the Common Stock. Such adjustments shall be made successively
      whenever such a record date is fixed; and in the event that such distribution
      is
      not so made, the Purchase Price shall again be adjusted to be the Purchase
      Price
      which would then be in effect if such record date had not been
      fixed.

    


    (d) For
      the
      purpose of any computation hereunder, the “current market price” per, or value
      of a, share of the Common Stock on any date of determination shall be deemed
      to
      be the average of the daily closing prices per share of such Common Stock for
      the 30 consecutive Trading Days (as such term is hereinafter defined)
      immediately prior to such date; provided,
      however,
      that in
      the event that the current market price (or value) per share of the Common
      Stock
      is determined during the period following the announcement by the issuer of
      such
      Common Stock of (i) a dividend or distribution on such Common Stock payable
      in shares of such Common Stock or securities convertible into shares of such
      Common Stock, or (ii) any sub-division, combination or reclassification of
      such Common Stock, and prior to the expiration of 30 Trading Days after the
      ex-dividend date for such dividend or distribution, or the record date for
      such
      sub-division, combination or reclassification, then, and in each such case,
      the
“current market price” or “value” shall be appropriately adjusted to take into
      account ex-dividend trading. The closing price for each day shall be the last
      sale price, regular way, or, in case no such sale takes place on such day,
      the
      average of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed or admitted to trading on the New York Stock Exchange
      or, if the shares of the Common Stock are not listed or admitted to trading
      on
      the New York Stock Exchange, as reported in the principal consolidated
      transaction reporting system with respect to securities listed on the principal
      national securities exchange on which the shares of the Common Stock are listed
      or admitted to trading or, if the shares of the Common Stock are not listed
      or
      admitted to trading on any national securities exchange, the last quoted price
      or, if not so quoted, the average of the high bid and low asked prices in the
      over-the-counter market, as reported by Nasdaq or such other system then in
      use,
      or, if on any such date the shares of the Common Stock are not quoted by such
      organization, the average of the closing bid and asked prices as furnished
      by a
      professional market maker making a market in the Common Stock selected by the
      Board of Directors of the Company. If on any such date no market maker is making
      a market in the Common Stock, the fair value of such shares on such date as
      determined in good faith by the Board of Directors of the Company shall be
      used.
      The term “Trading Day” shall mean a day on which the principal national
      securities exchange on which the shares of Common Stock are listed or admitted
      to trading is open for the transaction of business or, if the shares of the
      Common Stock are not listed or admitted to trading on any national securities
      exchange, a Business Day. If the Common Stock is not publicly held or not so
      listed or traded, “current market price” per share shall mean the fair value per
      share as determined in good faith by the Board of Directors of the Company,
      whose determination shall be described in a statement filed with the Rights
      Agent and shall be conclusive for all purposes.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (e) No
      adjustment in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least 1% in such price; provided, however,
      that any adjustments which by reason of this Section 11(e) are not required
      to be made shall be carried forward and taken into account in any subsequent
      adjustment. All calculations under this Section 11 shall be made to the
      nearest cent or to the nearest ten-thousandth of a share as the case may be.
      Notwithstanding the first sentence of this Section 11(e), any adjustment
      required by this Section 11 shall be made no later than the earlier of
      (i) three years from the date of the transaction which mandates such
      adjustment or (ii) the Expiration Date.

    


    (f) If,
      as a
      result of an adjustment made pursuant to Section 11(a) [or
      Section 13(a)], the holder of any Right thereafter exercised shall become
      entitled to receive any shares of capital stock of the Company other than shares
      of the Common Stock, thereafter the number of such other shares so receivable
      upon exercise of any Right shall be subject to adjustment from time to time
      in a
      manner and on terms as nearly equivalent as practicable to the provisions with
      respect to the shares contained in Section 11(a), (b), (c), (d), (e), (g),
      (h), (i), (j), (k), (l) and (m), and the provisions of Sections 7, 9, 10,
      13 and 14 with respect to the shares of the Common Stock shall apply on like
      terms to any such other shares.

    


    (g) All
      Rights originally issued by the Company subsequent to any adjustment made to
      the
      Purchase Price hereunder shall evidence the right to purchase, at the adjusted
      Purchase Price, the number of shares of the Common Stock purchasable from time
      to time hereunder upon exercise of the Rights, all subject to further adjustment
      as provided herein.

    


    (h) Unless
      the Company shall have exercised its election as provided in Section 11(i),
      upon each adjustment of the Purchase Price as a result of the calculations
      made
      in Sections 11(b) and (c), each Right outstanding immediately prior to
      the making of such adjustment shall thereafter evidence the right to purchase,
      at the adjusted Purchase Price, that number of shares of Common Stock
      (calculated to the nearest ten-thousandth) obtained by (i) multiplying
      (x) the number of shares covered by a Right immediately prior to this
      adjustment by (y) the Purchase Price in effect immediately prior to such
      adjustment of the Purchase Price and (ii) dividing the product so obtained
      by the Purchase Price in effect immediately after such adjustment of the
      Purchase Price.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    (i) The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in substitution for any adjustment in the number
      of shares of the Common Stock purchasable upon the exercise of a Right. Each
      of
      the Rights outstanding after such adjustment of the number of Rights shall
      be
      exercisable for the number of shares of the Common Stock for which a Right
      was
      exercisable immediately prior to such adjustment. Each Right held of record
      prior to such adjustment of the number of Rights shall become that number of
      Rights (calculated to the nearest ten-thousandth) obtained by dividing the
      Purchase Price in effect immediately prior to adjustment of the Purchase Price
      by the Purchase Price in effect immediately after the adjustment of the Purchase
      Price. The Company shall make a public announcement of its election to adjust
      the number of Rights, indicating the record date for the adjustment to be made.
      This record date may be the date on which the Purchase Price is adjusted or
      any
      day thereafter, but, if the Right Certificates have been issued, shall be at
      least 10 days later than the date of the public announcement. If Right
      Certificates have been issued, upon each adjustment of the number of Rights
      pursuant to this Section 11(i), the Company shall, as promptly as
      practicable, cause to be distributed to holders of Right Certificates on such
      record date Right Certificates evidencing, subject to Section 14, the
      additional Rights to which such holders shall be entitled as a result of such
      adjustment, or, at the option of the Company, shall cause to be distributed
      to
      such holders of record in substitution and replacement for the Right
      Certificates held by such holders prior to the date of adjustment, and upon
      surrender thereof, if required by the Company, new Right Certificates evidencing
      all the Rights to which such holders shall be entitled after such adjustment.
      Right Certificates so to be distributed shall be issued, executed and
      countersigned in the manner provided for herein (and may bear, at the option
      of
      the Company, the adjusted Purchase Price) and shall be registered in the names
      of the holders of record of Right Certificates on the record date specified
      in
      the public announcement.

    


    (j) Irrespective
      of any adjustment or change in the Purchase Price or the number of shares of
      the
      Common Stock issuable upon the exercise of the Rights, the Right Certificates
      theretofore and thereafter issued may continue to express the Purchase Price
      per
      share and the number of shares which were expressed in the initial Right
      Certificates issued hereunder.

    


    (k) Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below the then par value, if any, of the shares of Common Stock issuable upon
      exercise of the Rights, the Company shall take any corporate action which may,
      in the opinion of its counsel, be necessary in order that the Company may
      validly and legally issue fully paid and nonassessable shares of such Common
      Stock at such adjusted Purchase Price.

    


    (1) In
      any
      case in which this Section 11 shall require that an adjustment in the
      Purchase Price be made effective as of a record date for a specified event,
      the
      Company may elect to defer (and shall give the Rights Agent prompt written
      notice of such election) until the occurrence of such event the issuing to
      the
      holder of any Right exercised after such record date the shares of Common Stock
      and other capital stock or securities of the Company, if any, issuable upon
      such
      exercise over and above the shares of the Common Stock and other capital stock
      or securities of the Company, if any, issuable upon such exercise on the basis
      of the Purchase Price in effect prior to such adjustment; provided,
      however,
      that
      the Company shall deliver to such holder a due bill or other appropriate
      instrument evidencing such holder's right to receive such additional shares
      or
      securities upon the occurrence of the event requiring such
      adjustment.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    (m) Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled to make such reductions in the Purchase Price, in addition to those
      adjustments expressly required by this Section 11, as and to the extent
      that it in its sole discretion shall determine to be advisable in order that
      any
      (i) consolidation or subdivision of the Common Stock, (ii) issuance
      wholly for cash of any shares of Common Stock at less than the current market
      price, (iii) issuance wholly for cash of shares of Common Stock or
      securities which by their terms are convertible into or exchangeable for Common
      Stock, (iv) stock dividends, or (v) issuance of rights, options or
      warrants referred to hereinabove in this Section 11, hereafter made by the
      Company to holders of its Common Stock shall not be taxable to such
      shareholders.

    


    (n) The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with, (ii) merge with or into, or
      (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in
      one or more transactions assets or earning power aggregating more than 50%
      of
      the assets or earning power of the Company and its Subsidiaries (taken as a
      whole) to, any other Person (other than a Subsidiary of the Company in a
      transaction that complies with this Section 11(n)) if (x) at the time
      of or immediately after such consolidation, merger or sale there are any rights,
      warrants or other instruments or securities outstanding or agreements in effect
      which would substantially diminish or otherwise eliminate the benefits intended
      to be afforded by the Rights or (y) prior to, simultaneously with, or
      immediately after such consolidation, merger, or sale, the stockholders of
      the
      Person who constitutes, or would constitute, the “Principal Party” for purposes
      of Section 13(a) hereof shall have received a distribution of Rights
      previously owned by such Person or any of its Affiliates and
      Associates.

    


    (o) The
      Company covenants and agrees that, after the Distribution Date, it will not,
      except as permitted by Sections 23 and 27 hereof, take (nor will it
      permit any Subsidiary to take) any action if at the time such is taken it is
      reasonably foreseeable that such action will diminish substantially or otherwise
      eliminate the benefits intended to be afforded by the Rights.

    


    (p) The
      failure by the Board of Directors to declare a Person to be an Acquiring Person
      following such Person becoming the Beneficial Owner of 15% or more of the shares
      of Common Stock then outstanding shall not imply that such Person is not an
      Acquiring Person or limit the Board of Directors’ right at any time in the
      future to declare such Person to be an Acquiring Person.

    


    SECTION
      12. Certificate
      of Adjusted Purchase Price or Number of Shares.
      Whenever
      an adjustment is made as provided in Sections 11 and 13, the Company shall
      (a) promptly prepare a certificate setting forth such adjustment, and a
      brief statement of the facts accounting for such adjustment, (b) promptly
      file with the Rights Agent and with each transfer agent for the Common Stock
      a
      copy of such certificate, and (c) mail a brief summary thereof to each
      holder of a Right Certificate (or, prior to the Distribution Date, each holder
      of a certificate representing shares of Common Stock) in accordance with
      Section 26. The Rights Agent shall be fully protected in relying on any
      such certificate and on any adjustment therein contained and shall have no
      duty
      with respect to, and shall not be deemed to have knowledge of, such adjustment
      unless and until it shall have received such certificate.


    
      
        
        

      

      
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    SECTION
      13. Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power.
      (a) In the event that, following the Distribution Date, directly or
      indirectly, (x) the Company shall consolidate with, or merge with and into,
      any other Person, (y) any Person (other than a Subsidiary of the Company in
      a transaction that complies with Section 11(o)) shall consolidate, merge
      with and into the Company, the Company shall be the continuing or surviving
      corporation of such merger and, in connection with such merger, all or part
      of
      the Common Stock shall be changed into or exchanged for stock or other
      securities of any other Person or cash or any other property, or (z) the
      Company shall sell or otherwise transfer (or one or more of its Subsidiaries
      shall sell or otherwise transfer), in one or more transactions, assets or
      earning power aggregating more than 50% of the assets or earning power of the
      Company and its Subsidiaries (taken as a whole) to any other Person (other
      than
      a Subsidiary of the Company in a transaction that complies with
      Section 11(o)), then, and in each such case, proper provision shall be made
      so that (i) each holder of a Right, except as provided in Section 7(e)
      hereof, shall thereafter have the right to receive, upon the exercise thereof
      at
      the then-current Purchase Price in accordance with the terms of this Agreement,
      such number of shares of validly issued, fully paid, non-assessable and freely
      tradable Common Stock of the Principal Party (as hereinafter defined), not
      subject to any liens, rights of call or first refusal, encumbrances or other
      adverse claims, as shall be equal to the result obtained by (1) multiplying
      the then current Purchase Price by the then number of shares of Common Stock
      for
      which a Right is then exercisable immediately prior to the occurrence of such
      event (without taking into account any adjustment previously made pursuant
      to
      Section 11(a)(ii) hereof) and dividing that product by (2) 50% of the
      current market price per share of the Common Stock of such Principal Party
      (determined in the manner described in Section 11(d)) on the date of
      consummation of such consolidation, merger, sale or transfer; (ii) the
      Principal Party shall thereafter be liable for, and shall assume, by virtue
      of
      such consolidation, merger, sale or transfer, all the obligations and duties
      of
      the Company pursuant to this Agreement; (iii) the term “Company” shall
      thereafter be deemed to refer to such Principal Party, it being specifically
      intended that the provisions of Section 11 hereof shall apply to such
      Principal Party; (iv) such Principal Party shall take such steps
      (including, but not limited to, the reservation of a sufficient number of shares
      of its Common Stock in accordance with Section 9) in connection with such
      consummation as may be necessary to assure that the provisions hereof shall
      thereafter be applicable, as nearly as reasonably may be, in relation to the
      shares of its Common Stock thereafter deliverable upon the exercise of the
      Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of
      no effect following the first occurrence of any of the transactions described
      in
      Section 13(a) hereof.

    


    (b) “Principal
      Party” shall mean

    


    (1)
      in
      the case of any transaction described in (x) or (y) of the first sentence of
      Section 13(a), the Person that is the issuer of any securities into which
      shares of Common Stock of the Company are converted in such merger or
      consolidation, and if no securities are so issued, the Person that is the other
      party to the merger or consolidation; and


    
      
        
        

      

      
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    (2)
      in
      the case of any transaction described in (z) of the first sentence in this
      Section 13, the Person that is the other party to such transaction;


    provided,
      however,
      that in
      any such case, (x) if the Common Stock of such Person is not at such time
      and has not been continuously over the preceding 12-month period registered
      under Section 12 of the Exchange Act, and such Person is a direct or
      indirect Subsidiary of another corporation the Common Stock of which is and
      has
      been so registered, “Principal Party” shall refer to such other corporation;
      (y) in case such Person is a Subsidiary, directly or indirectly, of more
      than one corporation, the Common Stocks of all of which are and have been so
      registered, “Principal Party” shall refer to whichever of such corporations is
      the issuer of the Common Stock having the greatest market value of shares held
      by the public, and (z) in case such Person is owned, directly or
      indirectly, by a joint venture formed by two or more Persons that are not owned,
      directly or indirectly, by the same Person, the rules set forth in (x) and
      (y)
      above shall apply to each of the chains of ownership having an interest in
      such
      joint venture as if such party were a “Subsidiary” of both or all of such joint
      venturers and the Principal Parties in each such chain shall bear the
      obligations set forth in this Section 13 in the same ratio as their direct
      or indirect interests in such Person bear to the total of such
      interests.

    


    (c) The
      Company shall not consummate any such consolidation, merger, sale or transfer
      unless the Principal Party shall have a sufficient number of authorized shares
      of its Common Stock that have not been issued or reserved for issuance to permit
      the exercise in full of the Rights pursuant to this Section 13 and prior
      thereto the Company and such Principal Party shall have executed and delivered
      to the Rights Agent a supplemental agreement providing for the terms set forth
      in paragraphs (a) and (b) of this Section 13, and further providing
      that, as soon as practicable after the date of any consolidation, merger or
      sale
      of assets mentioned in paragraph (a) of this Section 13, the Principal
      Party will

    


    (i) prepare
      and file a registration statement under the Securities Act with respect to
      the
      Rights and the securities purchasable upon exercise of the Rights on an
      appropriate form, will use its best efforts to cause such registration statement
      to become effective as soon as practicable after such filing and will use its
      best efforts to cause such registration statement to remain effective (with
      a
      prospectus at all times meeting the requirements of the Act) until the
      Expiration Date; and

    


    (ii) use
      its
      best efforts to qualify or register the Rights and the securities purchasable
      upon exercise of the Rights under the blue sky laws of such jurisdictions as
      may
      be necessary or appropriate;

    


    (iii) list
      the
      Rights and the securities purchasable upon exercise of the Rights on each
      national securities exchange on which the Common Stock was listed prior to
      the
      consummation of such consolidation, merger, sale or transfer of assets or,
      if
      the Common Stock was not listed on a national securities exchange prior to
      the
      consummation of such consolidation, merger, sale or transfer of assets, on
      a
      national securities exchange; and


    
      
        
        

      

      
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    (iv) deliver
      to holders of the Rights historical financial statements for the Principal
      Party
      and each of its Affiliates which comply in all respects with the requirements
      for registration on Form 10 under the Exchange Act.

    


    (d) In
      case
      the Principal Party which is to be a party to a transaction referred to in
      this
      Section 13 has a provision in any of its authorized securities or in its
      Certificate of Incorporation or By-laws or other instrument governing its
      corporate affairs, which provision would have the effect of (i) causing
      such Principal Party to issue, in connection with or as a consequence of, the
      consummation of a transaction referred to in this Section 13, shares of
      Common Stock of such Principal Party at less than the then current market price
      per share (determined pursuant to Section 11(d)) or securities exercisable
      for, or convertible into, shares of Common Stock of such Principal Party at
      less
      than such then current market price (other than to holders of Rights pursuant
      to
      this Section 13), or (ii) providing for any special payment, tax or
      similar provisions in connection with the issuance of the shares of Common
      Stock
      of such Principal Party pursuant to the provisions to this Section 13,
      then, in such event, the Company shall not consummate any such transaction
      unless prior thereto the Company and such Principal Party shall have executed
      and delivered to the Rights Agent a supplemental agreement providing that the
      provision in question of such Principal Party shall have been cancelled, waived
      or amended, or that the authorized securities shall be redeemed, so that the
      applicable provision will have no effect in connection with, or as a consequence
      of, the proposed transaction.

    


    (e) The
      provisions of this Section 13 shall similarly apply to successive mergers
      or consolidations or sales or other transfers. In the event that one of the
      transactions described in Section 13(a) hereof shall occur at any time
      after the occurrence of a transaction described in Section 11(a)(ii)
      hereof, the Rights which have not theretofore been exercised shall thereafter
      become exercisable in the manner described in Section 13(a).

    


    SECTION
      14. Fractional
      Rights and Fractional Shares.
      (a) The
      Company shall not be required to issue fractions of Rights or to distribute
      Right Certificates which evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the registered holders of the Right Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole
      Right. For the purposes of this Section 14(a), the current market value of
      a whole Right shall be the closing price of the Rights for the Trading Day
      immediately prior to the date on which such fractional Rights would have been
      otherwise issuable. The closing price for any day shall be the last sale price,
      regular way, or, in case no such sale takes place on such day, the average
      of
      the closing bid and asked prices, regular way, in either case as reported in
      the
      principal consolidated transaction reporting system with respect to securities
      listed or admitted to trading on the New York Stock Exchange or, if the
      Rights are not listed or admitted to trading on the New York Stock
      Exchange, as reported in the principal consolidated transaction reporting system
      with respect to securities listed on the principal national securities exchange
      on which the Rights are listed or admitted to trading or, if the Rights are
      not
      listed or admitted to trading on any national securities exchange, the last
      quoted price or, if not so quoted, the average of the high bid and low asked
      prices in the over-the-counter market, as reported by NASDAQ or such other
      system then in use or, if on any such date the Rights are not quoted by any
      such
      organization, the average of the closing bid and asked prices as furnished
      by a
      professional market maker making a market in the Rights selected by the Board
      of
      Directors of the Company. If on any such date no such market maker is making
      a
      market in the Rights the fair value of the Rights on such date as determined
      in
      good faith by the Board of Directors of the Company shall be
      used.


    
      
        
        

      

      
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    (b) The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise of the Rights or to distribute certificates which evidence fractional
      shares of Common Stock. In lieu of fractional shares of Common Stock, the
      Company may pay to the registered holders of Right Certificates at the time
      such
      Right Certificates are exercised as herein provided an amount in cash equal
      to
      the same fraction of the current market value of a share of the Common Stock.
      For purposes of this Section 14(b), the current market value of a share of
      the Common Stock shall be the closing price of a share of the Common Stock
      (as
      determined pursuant to the second sentence of Section 11(d)) for the
      Trading Day immediately prior to the date of such exercise.

    


    (c) The
      holder of a Right by the acceptance of the Rights expressly waives his right
      to
      receive any fractional Rights or any fractional shares of Common Stock upon
      exercise of a Right.

    


    SECTION
      15. Rights
      of Action.
      All
      rights of action in respect of this Agreement are vested in the respective
      registered holders of the Right Certificates (and, prior to the Distribution
      Date, the registered holders of the Common Stock); and any registered holder
      of
      any Right Certificate (or, prior to the Distribution Date, of the Common Stock),
      without the consent of the Rights Agent or of the holder of any other Right
      Certificate (or, prior to the Distribution Date, of the Common Stock), may,
      in
      his own behalf and for his own benefit, enforce, and may institute and maintain
      any suit, action or proceeding against the Company to enforce, or otherwise
      act
      in respect of, his right to exercise the Rights evidenced by such Right
      Certificate in the manner provided in such Right Certificate and in this
      Agreement and subject to the limitations set forth in such Right Certificates
      and in this Agreement. Without limiting the foregoing or any remedies available
      to the holders of Rights, it is specifically acknowledged that the holders
      of
      Rights would not have an adequate remedy at law for any breach of this Agreement
      and will be entitled to specific performance of the obligations under, and
      injunctive relief against actual or threatened violations of, the obligations
      of
      any Person subject to this Agreement.

    


    SECTION
      16. Agreement
      of Right Holders.
      Every
      holder of a Right by accepting the same consents and agrees with the Company
      and
      the Rights Agent and with every other holder of a Right that:

    


    (a) prior
      to
      the Distribution Date, the Rights will be transferrable only in connection
      with
      the transfer of the Common Stock;

    


    (b) after
      the
      Distribution Date, the Right Certificates are transferable only on the registry
      books of the Rights Agent if surrendered at the principal office of the Rights
      Agent, duly endorsed or accompanied by a proper instrument of
      transfer;

    


    (c) the
      Company and the Rights Agent may deem and treat the Person in whose name the
      Right Certificate (or, prior to the Distribution Date, the associated Common
      Stock certificate) is registered as the absolute owner thereof and of the Rights
      evidenced thereby (notwithstanding any notations of ownership or writing on
      the
      Right Certificates or the associated Common Stock certificate made by anyone
      other than the Company or the Rights Agent) for all purposes whatsoever, and
      neither the Company nor the Rights Agent shall be affected by any notice to
      the
      contrary; and


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (d) notwithstanding
      anything in this Agreement to the contrary, neither the Company nor the Rights
      Agent shall have any liability to any holder of a Right or other Person as
      a
      result of its inability to perform any of its obligations under this Agreement
      by reason of any preliminary or permanent injunction or other order, decree,
      or
      ruling issued by a court of competent jurisdiction or by a governmental,
      regulatory, or administrative agency or commission, or any statute, rule,
      regulation, or executive order promulgated or enacted by any governmental
      authority, prohibiting or otherwise restraining performance of such obligation;
      provided,
      however,
      the
      Company must use its best efforts to have any such order, decree, or ruling
      (whether interlocutory or final) lifted or otherwise overturned as soon as
      possible.

    


    SECTION
      17. Right
      Certificate Holder Not Deemed a Stockholder.
      No
      holder, as such, of any Right Certificate shall be entitled to vote, receive
      dividends or be deemed for any purpose the holder of the Common Stock or any
      other securities of the Company which may at any time be issuable on the
      exercise of the Rights represented thereby, nor shall anything contained herein
      or in any Right Certificate be construed to confer upon the holder of any Right
      Certificate, as such, any of the rights of a shareholder of the Company or
      any
      right to vote for the election of directors or upon any matter submitted to
      shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action, or to receive notice of meetings or other actions affecting
      shareholders (except as provided in Section 25), or to receive dividends or
      subscription rights, or otherwise, until the Right or Rights evidenced by such
      Right Certificate shall have been exercised in accordance with the provisions
      hereof.

    


    SECTION
      18. Concerning
      the Rights Agent. 
      The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the administration and execution of this Agreement and the exercise
      and performance of its duties hereunder. The Company also agrees to indemnify
      the Rights Agent for, and to hold it harmless against, any loss, liability,
      or
      expense, incurred without gross negligence, bad faith or willful misconduct
      on
      the part of the Rights Agent, for anything done or omitted by the Rights Agent
      in connection with the acceptance and administration of this Agreement,
      including the costs and expenses of defending against any claim of liability
      in
      the premises.

    


    The
      Rights Agent shall be protected and shall incur no liability for or in respect
      of any action taken, suffered or omitted by it in connection with its
      administration of this Agreement in reliance upon any Right Certificate or
      certificate for the Common Stock or for other securities of the Company,
      instrument of assignment or transfer, power of attorney, endorsement, affidavit,
      letter, notice, direction, consent, certificate, statement, or other paper
      or
      document believed by it to be genuine and to be signed, executed and, where
      necessary, verified or acknowledged, by the proper Person or Persons. The Rights
      Agent shall not be deemed to have knowledge of any event of which it was
      supposed to receive notice thereof hereunder, and the Rights Agent shall be
      fully protected and shall incur no liability for failing to take any action
      in
      connection therewith unless and until it has received such notice in
      writing.


    
      
        
        

      

      
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    SECTION
      19. Merger
      or Consolidation or Change of Name of Rights Agent.
      (a) Any Person into which the Rights Agent or any successor Rights Agent
      may be merged or with which it may be consolidated, or any Person resulting
      from
      any merger or consolidation to which the Rights Agent or any successor Rights
      Agent shall be a party, or any Person succeeding to the corporate trust business
      of the Rights Agent or any successor Rights Agent, shall be the successor to
      the
      Rights Agent under this Agreement without the execution or filing of any paper
      or any further act on the part of any of the parties hereto, provided that
      such
      Person would be eligible for appointment as a successor Rights Agent under
      the
      provisions of Section 21. In case at the time such successor Rights Agent shall
      succeed to the agency created by this Agreement, any of the Right Certificates
      shall have been countersigned but not delivered, any such successor Rights
      Agent
      may adopt the countersignature of the predecessor so countersigned; and in
      case
      at that time any of the Right Certificates shall not have been countersigned,
      any successor Rights Agent may countersign such Right Certificates either in
      the
      name of the predecessor Rights Agent or in the name of the successor Rights
      Agent; and in all such cases such Right Certificates shall have the full force
      provided in the Right Certificates and in this Agreement.

    


    (b) In
      case
      at any time the name of the Rights Agent shall be changed and at such time
      any
      of the Right Certificates shall have been countersigned but not delivered,
      the
      Rights Agent may adopt the countersignature under its prior name and deliver
      Right Certificates so countersigned; and in case at that time any of the Right
      Certificates shall not have been countersigned, the Rights Agent may countersign
      such Right Certificates either in its prior name or in its changed name; and
      in
      all such cases such Right Certificates shall have the full force provided in
      the
      Right Certificates and in this Agreement.

    


    SECTION
      20. Duties
      of Rights Agent. 
      The
      Rights Agent undertakes the duties and obligations imposed by this Agreement
      upon the following terms and conditions, by all of which the Company and the
      holders of Right Certificates, by their acceptance thereof, shall be
      bound:

    


    (a) The
      Rights Agent may consult with the legal counsel (who may be legal counsel for
      the Company), and the opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent as to any action taken or
      omitted by it in good faith and in accordance with such opinion.

    


    (b) Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter be proved or established
      by the Company prior to taking or suffering any action hereunder, such fact
      or
      matter (unless other evidence in respect thereof be herein specifically
      prescribed) may be deemed to be conclusively proved and established by a
      certificate signed by any one of the Chairman of the Board, the Chief Executive
      Officer, the President, the Chief Financial Officer, any Vice President, the
      Treasurer or the Secretary of the Company and delivered to the Rights Agent;
      and
      such certificate shall be full authorization to the Rights Agent for any action
      taken or suffered in good faith by it under the provisions of this Agreement
      in
      reliance upon such certificate.


    
      
        
        

      

      
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    (c) The
      Rights Agent shall be liable hereunder only for its own negligence, bad faith
      or
      willful misconduct.

    


    (d) The
      Rights Agent shall not be liable for or by reason of any of the statements
      of
      fact or recitals contained in this Agreement or in the Right Certificates
      (except its countersignature thereof) or be required to verify the same, but
      all
      such statements and recitals are and shall be deemed to have been made by the
      Company only.

    


    (e) The
      Rights Agent shall not be under any responsibility in respect of the validity
      of
      this Agreement or the execution and delivery hereof (except the due execution
      hereof by the Rights Agent) or in respect of the validity or execution of any
      Right Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Right Certificate; nor shall it be responsible
      for
      any change in the exercisability of the Rights (including any Rights becoming
      null and void pursuant to Section 7(e)); nor shall it be responsible for
      any adjustment required under the provisions of Sections 11 or 13 or
      responsible for the manner, method or amount of any such adjustment or the
      ascertaining of the existence of facts that would require any such adjustment
      (except with respect to the exercise of Rights evidenced by Right Certificates
      after actual notice of any such adjustment); nor shall it by any act hereunder
      be deemed to make any representation or warranty as to the authorization or
      reservation of any shares of Common Stock to be issued pursuant to this
      Agreement or any Right Certificate or as to whether any shares of Common Stock
      will, when issued, be validly authorized and issued, fully paid and
      nonassessable.

    


    (f) The
      Company agrees that it will perform, execute, acknowledge and deliver or cause
      to be performed, executed, acknowledged and delivered all such further and
      other
      acts, instruments and assurances as may reasonably be required by the Rights
      Agent for the carrying out or performing by the Rights Agent of the provisions
      of this Agreement.

    


    (g) The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any one of the Chairman
      of the Board, the Chief Executive Officer, the President, the Chief Financial
      Officer, any Vice President, the Secretary or the Treasurer of the Company,
      and
      to apply to such officers for advice or instructions in connection with its
      duties, and it shall not be liable for any action taken or suffered to be taken
      b y it in good faith in accordance with instructions of any such
      officer.

    


    (h) The
      Rights Agent and any shareholder, director, officer or employee of the Rights
      Agent may buy, sell or deal in any of the Rights or other securities of the
      Company or become pecuniarily interested in any transaction in which the Company
      may be interested, or contract with or lend interested money to the Company
      or
      otherwise act as fully and freely as though it were not Rights Agent under
      this
      Agreement. Nothing herein shall preclude the Rights Agent from acting in any
      other capacity for the Company or for any other legal entity.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    (i) The
      Rights Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself or by or through its attorneys
      or agents, and the Rights Agent shall not be answerable or accountable for
      any
      act, default, neglect or misconduct of any such attorneys or agents or for
      any
      loss to the Company resulting from any such act, default, neglect or misconduct,
      provided reasonable care was exercised in the selection and continued employment
      thereof.

    


    (j) No
      provision of this Agreement shall require the Rights Agent to expend or risk
      its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its duties hereunder or in the exercise of its rights if there shall be
      reasonable grounds for believing that repayment of such funds or adequate
      indemnification against such risk or liability is not reasonably assured to
      it.

    


    (k) If,
      with
      respect to any Right Certificate surrendered to the Rights Agent for exercise
      or
      transfer, the certificate attached to the form of assignment or form of election
      to purchase, as the case may be, has either not been completed or indicates
      an
      affirmative response to clauses 1 and/or 2 thereof, the Rights Agent shall
      not take any further action with respect to such requested exercise of transfer
      without first consulting with the Company.

    


    SECTION
      21. Change
      of Rights Agent.
      The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon 30 days' notice in writing mailed to the
      Company and to each transfer agent of the Common Stock by registered or
      certified mail, and to the holders of the Right Certificates by first class
      mail. The Company may remove the Rights Agent or any successor Rights Agent
      upon
      30 days' notice in writing, mailed to the Rights Agent or successor Rights
      Agent, as the case may be, and to each transfer agent of the Common Stock by
      registered or certified mail, and to the holders of the Right Certificates
      by
      first-class mail. If the Rights Agent shall resign or be removed or shall
      otherwise become incapable of acting, the Company shall appoint a successor
      to
      the Rights Agent. If the Company shall fail to make such appointment within
      a
      period of 30 days after giving notice of such removal or after it has been
      notified in writing of such resignation or incapacity by the resigning or
      incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
      with such notice, submit his Right Certificate for inspection by the Company),
      then the registered holder of any Right Certificate may apply to any court
      of
      competent jurisdiction for the appointment of a new Rights Agent. Any successor
      Rights Agent, whether appointed by the Company or by such a court, shall be
      either (i) a corporation organized and doing business under the laws of the
      United States or of the State of New York (or of any other state of the
      United States, so long as such corporation is authorized to do business as
      a
      banking institution in the State of New York), in good standing, having a
      principal office in the State of New York, which is authorized under such
      laws to exercise corporate trust powers and is subject to supervision or
      examination by federal or state authority or which has at the time of its
      appointment as Rights Agent a combined capital and surplus of at least
      $50 million or (ii) a direct or indirect Subsidiary of such an entity
      or its wholly-owned parent. After appointment, the successor Rights Agent shall
      be vested with the same powers, rights, duties and responsibilities as if it
      had
      been originally named as Rights Agent without further act or deed; but the
      predecessor Rights Agent shall deliver and transfer to the successor Rights
      Agent any property at the time held by it hereunder, and execute and deliver
      any
      further assurance, conveyance, act or deed necessary for the purpose. Not later
      than the effective date of any such appointment the Company shall file notice
      thereof in writing with the predecessor Rights Agent and each transfer agent
      of
      the Common Stock, and mail a notice thereof in writing to the registered holders
      of the Right Certificates. Failure to give any notice provided for in this
      Section 21, however, or any defect therein, shall not affect the legality
      or validity of the resignation or removal of the Rights Agent or the appointment
      of the successor Rights Agent, as the case may be.


    
      
        
        

      

      
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    SECTION
      22. Issuance
      of New Right Certificates.
      Notwithstanding any of the provisions of this Agreement or of the Rights to
      the
      contrary, the Company may, at its option, issue new Right Certificates
      evidencing Rights in such form as may be approved by its Board of Directors
      to
      reflect any adjustment or change in the Purchase Price per share and the number
      or kind or class of shares or other securities or property purchasable under
      the
      Right Certificates made in accordance with the provisions of this Agreement.
      In
      addition, subject to Section 11(a)(ii) hereof, in connection with the
      issuance of Common Stock on or following the Distribution Date and prior to
      the
      Expiration Date, the Company shall, with respect to Common Stock so issued
      upon
      the exercise, conversion or exchange of options, warrants, securities, notes
      or
      debentures issued by the Company prior to the Distribution Date (other than
      shares issues upon exercise or exchange of the Rights), issue Right Certificates
      representing the appropriate number of Rights in connection with such issuance;
      provided,
      however,
      that,
      (i) no such Right Certificate shall be issued if, and to the extent that,
      the Company shall be advised by counsel that such issuance would create
      significant risk of material adverse tax consequences to the Company or the
      Person to whom such Right Certificate would be issued, and (ii) no such
      Right Certificate shall be issued if, and to the extent that, appropriate
      adjustment (giving effect to the provisions of Sections 11(a)(ii) and 13
      hereto) shall otherwise have been made in lieu of the issuance
      thereof.

    


    SECTION
      23. Redemption.
      (a) 
      The Company may, at its option and with the approval of the Board of Directors,
      at any time prior to the Close of Business on the earlier of (i) the tenth
      day
      following the Shares Acquisition Date or such later date as may be determined
      by
      action of a majority of the members of the Board of Directors then in office
      and
      publicly announced by the Company or (ii) the Final Expiration Date, redeem
      all
      but not less than all the then outstanding Rights at a redemption price of
      $0.0001 per Right, appropriately adjusted to reflect any stock split, stock
      dividend or similar transaction occurring after the date hereof (such redemption
      price being herein referred to as the “Redemption Price”) and the Company may,
      at its option, pay the Redemption Price either in shares of Common Stock (based
      on the current per share market price thereof, as determined pursuant to Section
      11(d) hereof, at the time of redemption) or cash. The Redemption of the Rights
      by the Board of Directors may be made effective at such time on such basis
      and
      with such conditions as the Board of Directors in its sole discretion may
      establish.

    


    (b) Immediately
      upon the action of the Board of Directors of the Company by the affirmative
      vote
      of at least a majority of its members ordering the redemption of the Rights,
      and
      without any further action and without any notice, the right to exercise the
      Rights will terminate and the only right thereafter of the holders of Rights
      shall be to receive the Redemption Price for each Right so held. The Company
      shall promptly give public notice of any such redemption; provided,
      however,
      that
      the failure to give, or any defect in, any such notice shall not affect the
      validity of such redemption. Within 10 days after the action of the Board
      of Directors ordering the redemption of the Rights, the Company shall give
      notice of such redemption to the holders of the then outstanding Rights by
      mailing such notice to all such holders at their last addresses as they appear
      upon the registry books of the Rights Agent or, prior to the Distribution Date,
      on the registry books of the Transfer Agent for the Common Stock. Any notice
      which is mailed in the manner herein provided shall be deemed given, whether
      or
      not the holder receives the notice. Each such notice of redemption will state
      the method by which the payment of the Redemption Price will be made. Neither
      the Company nor any of its Affiliates or Associates may redeem, acquire or
      purchase for value any Rights at any time in any manner other than that
      specifically set forth in this Section 23, and other than in connection
      with the repurchase of Common Stock prior to the Distribution
      Date.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    SECTION
      24. Exchange.
      (a) The Board of Directors of the Company may, at its option, at any time
      after any Person becomes an Acquiring Person, exchange all or part of the then
      outstanding and exercisable Rights (which shall not include Rights that have
      become void pursuant to the provisions of Section 7(e) and
      Section 11(a)(ii) hereof) for Common Stock or Common Stock Equivalents, or
      any combination thereof, at an exchange ratio of one share of Common Stock
      or
      such Common Stock Equivalents or units representing fractions thereof as would
      be deemed to have the same value as one share of Common Stock, per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such exchange ratio being
      thereinafter referred to and the “Exchange Ratio”). Notwithstanding the
      foregoing, the Board of Directors shall not be empowered to effect such exchange
      at any time after any person (other than the Company, any wholly-owned
      subsidiary of the Company, any employee benefit plan of the Company or any
      such
      subsidiary or any entity holding Common Stock for or pursuant to the terms
      of
      any such plan), together with all Affiliates and Associates of such Person,
      becomes the Beneficial Owner of 50% or more of the Common Stock then
      outstanding.

    


    (b) Immediately
      upon the action of the Board of Directors of the Company ordering the exchange
      of any Rights pursuant to paragraph (a) of this Section 24 and without
      any further action and without any notice, the right to exercise such Rights
      shall terminate and the only right thereafter of a holder of such Rights shall
      be to receive that number of shares of Common Stock and/or Common Stock
      Equivalents equal to the number of such Rights held by such holder multiplied
      by
      the Exchange Ratio. The Company shall promptly give public notice of any such
      exchange; provided,
      however,
      that
      the failure to give, or any defect in, such notice shall not affect the validity
      of such exchange. The Company promptly shall mail a notice of any such exchange
      to all of the holders of such Rights at their last addresses as they appear
      upon
      the registry books of the Rights Agent. Any notice which is mailed in the manner
      herein provided shall be deemed given, whether or not the holder receives the
      notice. Each such notice of exchange will state the method by which the exchange
      of the Common Stock and/or Common Stock Equivalents for Rights will be effected
      and, in the event of any partial exchange, the number of Rights which will
      be
      exchanged. Any partial exchange shall be effected pro rata based on the number
      of Rights (other than Rights which have become void pursuant to the provisions
      of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of
      Rights.

    


    (c) In
      the
      event that there shall not be sufficient Common Stock issued but not outstanding
      or authorized but unissued to permit any exchange of Rights as contemplated
      in
      accordance with this Section 24, the Company shall take all such action as
      may be necessary to authorize additional Common Stock for issuance upon exchange
      of the Rights.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    (d) The
      Company shall not be required to issue fractions of shares of Common Stock
      or to
      distribute certificates which evidence fractional shares of Common Stock. In
      lieu of such fractional shares of Common Stock, the Company shall pay to the
      registered holders of the Right Certificates with regard to which such
      fractional shares of Common Stock would otherwise be issuable an amount in
      cash
      equal to the same fraction of the current market value of a whole share of
      Common Stock. For the purposes of this paragraph (d), the current market
      value of a whole share of Common Stock shall be the closing price of a share
      of
      Common Stock (as determined pursuant to the second sentence of
      Section 11(d) hereof) for the Trading Day immediately prior to the date of
      exchange pursuant to this Section 24 and the value of any Common Stock
      Equivalent shall be deemed to have the same value as the Common Stock on such
      date.

    


    SECTION
      25. Notice
      of Certain Events.
      In case
      the Company shall propose at any time following the Distribution Date
      (a) to pay any dividend payable in stock or any class to the holders of its
      Common Stock or to make any other distribution to the holders of its Common
      Stock (other than a regular periodic cash dividend at a rate not in excess
      of
      125% of the rate of the last cash dividend theretofore paid out of earnings
      or
      retained earnings of the Company), or (b) to offer to the holders of its
      Common Stock rights or warrants to subscribe for or to purchase any additional
      shares of the Common Stock or shares of stock of any class or any other
      securities, rights or options, or (c) to effect any reclassification of its
      Common Stock (other than a reclassification involving only the subdivision
      of
      outstanding Common Stock), or (d) to effect any consolidation or merger
      into or with any other Person (other than a Subsidiary of the Company in a
      transaction which complies with Section 11(o)), or to effect any sale or
      other transfer (or to permit one or more of its Subsidiaries to effect any
      sale
      or other transfer), in one or more transactions, of more that 50% of the assets
      or earning power of the Company and its Subsidiaries (taken as a whole) to,
      any
      other Person or Persons (other than a Subsidiary of the Company in a transaction
      which complies with Section 11(o)), or (e) to effect the liquidation,
      dissolution or winding up of the Company, then, in each such case, the Company
      shall give to each holder of a Right, in accordance with Section 26, a
      notice of such proposed action, which shall specify the record date for the
      purposes of such stock dividend, distribution of rights or warrants, or the
      date
      on which such reclassification, consolidation, merger, sales transfer,
      liquidation, dissolution, or winding up is to take place and the date of
      participation therein by the holders of the Common Stock, if any such date
      is to
      be fixed, and such notice shall be so given in the case of any action covered
      by
      clauses (a) or (b) above at least 20 days prior to the record date for
      determining holders of the Common Stock for purposes of such action, and in
      the
      case of any such other action, at least 20 days prior to the date of the
      taking of such proposed action or the date of participation therein by the
      holders of the Common Stock, whichever shall be the earlier.

    


    In
      case
      any of the events set forth in Section 11(a)(ii) of this Agreement shall
      occur, then (i) the Company shall as soon as practicable thereafter give to
      each holder of a Right, to the extent feasible and in accordance with
      Section 26, a notice of the occurrence of such event, which shall specify
      the event and the consequences of the event to holders of Rights under
      Section ll(a)(ii) and (ii) all references in the preceding paragraph
      to Common Stock shall be deemed to refer, if appropriate, to Common Stock
      Equivalents.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    SECTION
      26. Notices.
      Notices
      or demands authorized by this Agreement to be given or made by the Rights Agent
      or by the holder of any Right Certificate to or on the Company shall be
      sufficiently given or made if sent by first-class mail, postage prepaid,
      addressed (until another address is filed in writing with the Rights Agent)
      or
      by facsimile transmission as follows:

    


    NATHAN'S
      FAMOUS, INC.

    1400
      Old
      Country Road

    Suite
      400

    Westbury,
      New York 11590

    Facsimile
      No.: 

    Attention:
      Ronald DeVos

    Corporate
      Secretary

    


    Subject
      to the provisions of Section 21, any notice or demand authorized by this
      Agreement to be given or made by the Company or by the holder of any Right
      Certificate to or on the Rights Agent shall be sufficiently given or made if
      sent by first class mail, postage prepaid, addressed (until another address
      is
      filed in writing with the Company) or by facsimile transmission as
      follows:

    


    American
      Stock Transfer and Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10005

    Facsimile
      No.: 

    Attention:
      Herbert Lemmer

    


    Notices
      or demands authorized by this Agreement to be given or made by the Company
      or
      the Rights Agent to the holder of any Right Certificate shall be sufficiently
      given or made if sent by first-class mail, postage prepaid, addressed to such
      holder at the address of such holder as shown on the registry books of the
      Company.

    


    SECTION
      27. Supplements
      and Amendments.
      Prior to
      the Distribution Date, the Company may supplement or amend this Agreement in
      any
      respect without the approval of any holders of Rights and the Rights Agent
      shall, if the Company so directs, execute such supplement or amendment. From
      and
      after the Distribution Date, the Company and the Rights Agent may from time
      to
      time supplement or amend this Agreement without the approval of any holders
      of
      Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
      provision contained herein which may be defective or inconsistent with any
      other
      provisions herein, (iii) shorten or lengthen any time period hereunder (which
      lengthening or shortening, following the first occurrence of an event set forth
      in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require
      the concurrence of a majority of the members of the Board of Directors then
      in
      office) or (iv) to change or supplement the provisions hereunder in any manner
      that the Company may deem necessary or desirable and that shall not adversely
      affect the interests of the holders of Rights (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 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. 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. 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.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    SECTION
      28. Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Rights Agent shall bind and inure to the benefit of their respective
      successors and assigns hereunder.

    


    SECTION
      29. Determinations
      and Actions by the Board of Directors, etc. For
      all
      purposes of this Agreement, any calculation of the number of shares of Common
      Stock outstanding at any particular time, including for purposes of determining
      the particular percentage of such outstanding shares of Common Stock of which
      any Person is the Beneficial Owner, shall be made in accordance with the last
      sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
      the
      Exchange Act. The Board of Directors of the Company (and, where specifically
      provided for herein, a majority of the members of the Board of Directors then
      in
      office) shall have the exclusive power and authority to administer this
      Agreement and to exercise all rights and powers specifically granted to the
      Board, or the Company (or, where specifically provided for herein, a majority
      of
      the members of the Board of Directors then in office), or as may be necessary
      or
      advisable in the administration of this Agreement, including, without
      limitation, the right and power to (i) interpret the provisions of this
      Agreement and (ii) make all determinations deemed necessary or advisable for
      the
      administration of this Agreement (including a determination to redeem or not
      redeem the Rights or to amend the Agreement). All such actions, calculations,
      interpretations and determinations (including, for purposes of clause (y) below,
      all omissions with respect to the foregoing) which are done or made by the
      Board
      (or, where specifically provided for herein, by a majority of the members of
      the
      Board of Directors then in office) in good faith, shall (x) be final, conclusive
      and binding on the Company, the Rights Agent, the holders of the Rights
      Certificates and all other parties and (y) not subject the members of the Board
      of Directors to any liability to the holders of the Rights.

    


    SECTION
      30. Benefits
      of this Agreement.
      Nothing
      in this Agreement shall be construed to give to any person or corporation other
      than the Company, the Rights Agent and the registered holders of the Right
      Certificates (and, prior to the Distribution Date, the Common Stock) any legal
      or equitable right, remedy or claim under this Agreement; but this Agreement
      shall be for the sole and exclusive benefit of the Company, the Rights Agent
      and
      the registered holders of the Right Certificates (and, prior to the Distribution
      Date, the registered holders of the Common Stock).


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    SECTION
      31. Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Agreement shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated; provided, however, that notwithstanding anything in
      this Agreement to the contrary, if any such term, provision, covenant or
      restriction is held by such court or authority to be invalid, void or
      unenforceable and the Board of Directors of the Company determines in its good
      faith judgment that severing the invalid language from this Agreement would
      adversely affect the purpose or effect of this Agreement, the right of
      redemption set forth in Section 23 hereof shall be reinstated and shall not
      expire until the close of business on the tenth day following the date of such
      determination by the Board of Directors.

    


    SECTION
      32. Governing
      Law.
      This
      Agreement and each Right Certificate issued hereunder shall be deemed to be
      a
      contract made under the laws of the State of New York and for all purposes
      shall be governed by and construed in accordance with the laws of such State
      applicable to contracts to be made and performed entirely within such
      State.

    


    SECTION
      33. Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

    


    SECTION
      34. Descriptive
      Headings.
      Descriptive
      headings of the several Sections of this Agreement are inserted for convenience
      only and shall not control or affect the meaning or construction of any of
      the
      provisions hereof.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and their respective corporate seals to be hereunto affixed and
      attested, all as of the day and year first above written.

    


    
      	
              Attest:

            	
              NATHAN'S
                FAMOUS, INC.

            
	 	 	 
	
              /s/
                Ronald DeVos

            	
              By:

            	
                   /s/
                Wayne Norbitz

            
	
              Secretary
                

            	
               

            	
              
                Name:
                  Wayne
                  Norbitz

              

            
	 	
               

            	
              
                Title:  
                  President

              

            
	 	 	 
	
              Attest:

            	
              AMERICAN
                STOCK TRANSFER AND 

              TRUST
                COMPANY

            
	 	 	 
	
              /s/
                Susan Silber

            	
              By:

            	
                   /s/
                Herbert J. Lemmer

            
	
              Susan
                Silber 

            	
               

            	
              
                Name:
                  Herbert
                  J. Lemmer

              

            
	
              Assistant
                Secretary 

            	
               

            	
              
                Title:  
                  Vice
                  President

              

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A                 


    


    [Form
      of
      Right Certificate]

    


    
      
        	Certificate No. R-	
                  _____________
                  Rights              
                  

              


      

    

     

    NOT
      EXERCISABLE AFTER JUNE 5, 2013 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE
      IS
      GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
      AT
      $.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [IF THE RIGHTS
      REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON
      WHO
      WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING
      PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS RIGHT
      CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID.]*

    


    Right
      Certificate

    


    This
      certifies that __________________________________, or registered assigns, is
      the
      registered owner of the number of Rights set forth above, each of which entitles
      the owner thereof, subject to the terms, provisions and conditions of the Rights
      Agreement dated as of June 4, 2008 (the “Rights Agreement”) between NATHAN'S
      FAMOUS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK
      TRANSFER & TRUST COMPANY (the “Rights Agent”), to purchase from the Company
      at any time after the Distribution Date (as such term is defined in the Rights
      Agreement) and prior to 5:00 P.M. (New York City time) on June 5,
      2013, at the principal office of the Rights Agent, or its successors as Rights
      Agent, in New York, New York, one fully paid non-assessable share of
      the Common Stock, $.01 par value (the “Common Stock”), of the Company, at a
      purchase price of $30.00 per share (the “Purchase Price”), upon presentation and
      surrender of this Right Certificate with the Form of Election to Purchase duly
      executed. The number of Rights evidenced by this Right Certificate (and the
      number of shares which may be purchased upon exercise thereof) set forth above,
      and the Purchase Price per share set forth above, are the number and Purchase
      Price as of June 4, 2008, based on the shares of the Common Stock of the Company
      as constituted at such date.

    


    Upon
      the
      occurrence of a Triggering Event (as such term is defined in the Rights
      Agreement), if the Rights evidenced by this Right Certificate are beneficially
      owned by (i) an Acquiring Person or an Affiliate or Associate of any such
      Acquiring Person (as such terms are defined in the Rights Agreement),
      (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or
      (iii) under certain circumstances specified in the Rights Agreement, a
      transferee of a person who, after such transfer, became an Acquiring Person,
      or
      an Affiliate or Associate of an Acquiring Person, such Rights shall become
      null
      and void and no holder hereof shall have any right with respect to such Rights
      from and after the occurrence of such Triggering Event.


    
      
        
        

      

      
        A
          -
          1

        
          

        

      

      
        
        

      

    

    


    As
      provided in the Rights Agreement, the Purchase Price and the number of shares
      of
      the Common Stock which may be purchased upon the exercise of the Rights
      evidenced by this Right Certificate are subject to modification and adjustment
      upon the happening of certain events.

    


    This
      Right Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Right Certificates. Copies
      of
      the Rights Agreement are on file at the above-mentioned office of the Rights
      Agent.

    


    This
      Right Certificate, with or without other Right Certificates, upon surrender
      at
      the principal office of the Rights Agent, may be exchanged for another Right
      Certificate or Right Certificates of like tenor and date evidencing Rights
      entitling the holder to purchase a like aggregate number of shares of the Common
      Stock as the Rights evidenced by the Right Certificate or Right Certificates
      surrendered shall have entitled such holder to purchase. If this Right
      Certificate shall be exercised in part, the holder shall be entitled to receive
      upon surrender hereof another Right Certificate or Right Certificates for the
      number of whole Rights not exercised.

    


    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate (i) may be redeemed by the Company at its option at a
      redemption price of $.001 per Right or (ii) may be exchanged in whole or in
      part for shares of Common Stock.

    


    No
      fractional shares of the Common Stock will be issued upon the exercise of any
      Right or Rights evidenced hereby, but in lieu of fractions of a share equal
      to
      one-half of a share or less, a cash payment will be made, as provided in the
      Rights Agreement. No Rights may be exercised that would entitle the holder
      to
      any fraction of a share of Common Stock greater than one-half of a share unless
      concurrently therewith such holder purchases an additional fraction of a share
      of Common Stock which, when added to the number of shares of Common Stock to
      be
      received upon such exercise, equals an integral number of shares of Common
      Stock, as provided in the Rights Agreement.

    


    No
      holder
      of this Right Certificate shall be entitled to vote or receive dividends or
      be
      deemed for any purpose the holder of the Common Stock or of any other securities
      of the Company which may at any time be issuable on the exercise hereof, nor
      shall anything contained in the Rights Agreement or herein be construed to
      confer upon the holder hereof, as such, any of the rights of a shareholder
      of
      the Company or any right to vote for the election of directors or upon any
      matter submitted to shareholders at any meeting thereof, or to give or withhold
      consent to any corporate action, or, to receive notice of meetings or other
      actions affecting shareholders (except as provided in the Rights Agreement),
      or
      to receive dividends or subscription rights, or otherwise, until the Right
      or
      Rights evidenced by this Right Certificate shall have been exercised as provided
      in the Rights Agreement.

    


    This
      Right Certificate shall not be valid or obligatory for any purpose until it
      shall have been countersigned by the Rights Agent.


    
      
        
        

      

      
        A
          -
          2

        
          

        

      

      
        
        

      

    

    


    WITNESS
      the facsimile signature of the proper officers of the Company and its corporate
      seal. 

    


    Dated
      as
      of                                  
..

    


    
      	
              Attest:

            	 	
              NATHAN'S
                FAMOUS, INC.

            
	 	 	 	 
	
               

            	 	
              By:

            	
               

            
	
              Secretary

            	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	
              Countersigned:

            	 	 	 
	 	 	 	 
	
              AMERICAN
                STOCK TRANSFER

            	 	 	 
	
              &
                TRUST COMPANY, as Rights Agent

            	 	 	 
	 	 	 	 
	
              By:

            	
               

            	 	 	 
	
              Authorized
                Signature

            	 	 	 


    

     

    
      
        
        

      

      
        A
          -
          3

        
          

        

      

      
        
        

      

    

     

    (Form
      of
      Reverse Side of Right Certificate]

    


    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such

    holder
      desires to transfer the Right Certificates.)

    


    FOR
      VALUE
      RECEIVED ____________________ hereby sells, assigns and transfers
      unto

    _________________________________________________________________________________________________

    (Please
      print name and address of transferee) 

    this
      Right Certificate, together with all right, title and interest therein, and
      does
      hereby irrevocably constitute and
      appoint_______________________________________________

    Attorney,
      to transfer the within Right Certificate on the books of the within-named
      Company, with full power of substitution.

    


    In
      the
      event the certification set forth above in the Form of Assignment or the Form
      of
      Election to Purchase, as the case may be, is not completed, the Company and
      the
      Rights Agent will deem the beneficial owner of the Rights evidenced by this
      Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
      (as defined in the Rights Agreement) and such Assignment or Election to Purchase
      will not be honored.

    
      
        	Dated:
                _____________,
                ______	   
                	 
	
                (month
                  &
                  day)       (year) 

              	Signature	 


      

    

     

    Signature
      Guaranteed:

     

    
      
        	 


      

    

     

    
      
        
        

      

      
        A
          -
          4

        
          

        

      

      
        
        

      

    

    


    CERTIFICATE

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


    (1)
      this
      Right Certificate [ ] is [ ] is not being sold, assigned and transferred by
      or
      on behalf of a Person who is or was an Acquiring Person or an Affiliate or
      Associate of any such Acquiring Person (as such terms are defined pursuant
      to
      the Rights Agreement);

    


    (2)
      after
      due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did
      not
      acquire the Rights evidenced by this Right Certificate from any Person who
      is,
      was or subsequently became an Acquiring Person or an Affiliate or Associate
      of
      an Acquiring Person.

    


    
      	Dated:
              _____________, _______	   	 
	
              (month
                &
                day)         (year) 

            	Signature	 


    

     

    NOTICE

    


    The
      signature to the foregoing Assignment and Certificate must correspond to the
      name as written upon the face of this Right Certificate in every particular,
      without alteration or enlargement or any change whatsoever.

     

    
      
        
        

      

      
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    FORM
      OF ELECTION TO PURCHASE

    (To
      be
      executed if holder desires to exercise the Right Certificate.)

    


    TO:

    


    The
      undersigned hereby irrevocably elects to exercise ________________________
      Rights represented by this Right Certificate to purchase the shares of the
      Common Stock issuable upon the exercise of such Rights and requests that
      certificates for such shares be issued in the name
      of:____________________________________________________________________________.

    Please
      insert social security or other identifying
      number:__________________________________

    _______________________________________________________________________________

    (Please
      print name and address)

    If
      such
      number of Rights shall not be all the Rights evidenced by this Right
      Certificate, a new Right Certificate for the balance remaining of such Rights
      shall be registered in the name of and delivered to:

    _____________________________________________________________________________

    (Please
      insert social security or other identifying number)

    _____________________________________________________________________________

    (Please
      print name and address)

    _____________________________________________________________________________

     

    Dated:
      _______________

    


    
      
        	 	     
	 	
                Signature

              
	 	
                (Signature
                  must conform in all respects to name of holder
                  as specified on the face of this Right Certificate)

              


      

    

     

    Signature
      Guaranteed:

    


    
      	   
              


    

     

    
      
        
        

      

      
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    CERTIFICATE

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


    (1) the
      Rights evidenced by this Right Certificate [ ] are [ ] are not being exercised
      by or on behalf of a Person who is or was an Acquiring Person or an Affiliate
      or
      Associate of any such Acquiring Person (as such terms are defined pursuant
      to
      the Rights Agreement);

    


    (2) after
      due
      inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not
      acquire the Rights evidenced by this Right Certificate from any Person who
      is,
      was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person.

    Dated:
      _______________, ____

    (month
      & day)      (year)

     

    
      
        	 	       	 
	 	
                Signature

              	 


      

    

     

    NOTICE

    The
      signature to the foregoing Election to Purchase and Certificate must correspond
      to the name as written upon the fact of this Right Certificate in every
      particular, without alteration or enlargement or any change
      whatsoever.


    
      
        
        

      

      
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    Exhibit
      B                             


    


    SUMMARY
      OF RIGHTS TO PURCHASE

     

    COMMON
      STOCK

    


    On
      June
      4, 2008, the Board of Directors of NATHAN'S FAMOUS, INC. (the “Company”)
      declared a dividend distribution of one Right for each outstanding share of
      Common Stock, $.01 par value (the “Common Stock”), of the Company. The
      distribution was payable on June 5, 2008, to the shareholders of record on
      June
      5, 2008 (the “Record Date”). Each Right initially entitles the registered holder
      to purchase from the Company a share of Common Stock at a price of $30.00 per
      share (the “Purchase Price”), subject to adjustment. The description and terms
      of the Rights are set forth in a Rights Agreement (the “Rights Agreement”)
      between the Company and AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights
      Agent (the “Rights Agent”). Until the earlier to occur of (i) ten days
      following a public announcement that a person or group of affiliated or
      associated persons (an “Acquiring Person”) acquired, or obtained the right to
      acquire, beneficial ownership of 15% or more of the outstanding shares of the
      Common Stock, or (ii) ten days following the commencement or announcement
      of an intention to commence a tender offer or exchange offer by any person
      if,
      upon consummation thereof, such person would be an Acquiring Person (the earlier
      of such dates being called the “Distribution Date”), the Rights will be
      evidenced, with respect to any of the Common Stock certificates outstanding
      as
      of the Record Date by such Common Stock certificate with a copy of this Summary
      of Rights attached thereto. The Rights Agreement provides that, until the
      Distribution Date, the Rights will be transferred with and only with the Common
      Stock. Until the Distribution Date (or earlier redemption or expiration of
      the
      Rights), new Common Stock certificates issued after the Record Date upon
      transfer or new issuance of the Common Stock will contain a notation
      incorporating the Rights Agreement by reference. Until the Distribution Date
      (or
      earlier redemption or expiration of the Rights), the surrender for transfer
      of
      any of the Common Stock certificates outstanding as of the close of business
      on
      the Record Date even without a copy of this Summary of Rights attached thereto,
      will also constitute the transfer of the Rights associated with the Common
      Stock
      represented by such certificate. As soon as practicable following the
      Distribution Date, separate certificates evidencing the Rights (“Right
      Certificates”) will be mailed to holders of record of the Common Stock as of the
      close of business on the Distribution Date and such separate Right Certificates
      alone will evidence the Rights.

    


    The
      Rights are not exercisable until the Distribution Date. The Rights will expire
      on June 5, 2013, unless earlier redeemed by the Company as described
      below.


    
      
        
        

      

      
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    The
      Purchase Price payable, and the number of shares of the Common Stock or other
      securities or property issuable, upon exercise of the Rights are subject to
      adjustment from time to time to prevent dilution (i) in the event of a
      stock dividend on, or a subdivision, combination or reclassification of the
      Common Stock, (ii) upon the grant to holders of the Common Stock of certain
      rights or warrants to subscribe for shares of the Common Stock or convertible
      securities at less than the current market price of the Common Stock, or
      (iii) upon the distribution to holders of the Common Stock of evidences of
      indebtedness or assets (excluding regular periodic cash dividends out of
      earnings or retained earnings at a rate not in excess of 125% of the rate of
      the
      last cash dividend theretofore paid or dividends payable in the Common Stock)
      or
      of subscription rights or warrants (other than those referred to
      above).

    


    In
      the
      event that the Company were acquired in a merger or other business combination
      transaction or that 50% or more of its assets or earning power were sold, proper
      provision shall be made so that each holder of a Right other than Rights that
      were or are beneficially owned by the Acquiring Person (which will thereafter
      be
      void) shall thereafter have the right to receive, upon the exercise thereof
      at
      the then current exercise price of the Right, that number of shares of common
      stock of the acquiring company which at the time of such transaction would
      have
      a market value of two times the exercise price of the Right. 

    


    In
      the
      event that at any time any person shall become an Acquiring Person, each holder
      of a Right, other than Rights that were or are beneficially owned by the
      Acquiring Person (which will thereafter be void), shall thereafter have the
      right to receive, upon the exercise of such Right, at the then current Purchase
      Price, one share for each Right or, if the then current market price of the
      Common Stock is less than the Purchase Price, that number of shares of the
      Common Stock which at the time of such transaction would have a market value
      equal to the Purchase Price of the Right. Alternatively, the Company may issue
      or pay cash, property, other securities, or any combination thereof (“Common
      Stock Equivalents”) having an aggregate value equal to the shares of Common
      Stock that would otherwise have been issuable on exercise of a
      Right.

    


    With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price. No fractional shares will be issued and, in lieu thereof, an adjustment
      in cash will be made based on the market price of the Common Stock on the last
      trading date prior to the date of exercise. No Rights may be exercised that
      would entitle the holder thereof to any fractional share greater than one-half
      of a share unless concurrently therewith such holder purchases an additional
      fraction of a share which, when added to the number of shares to be received
      upon such exercise, equals an integral number of shares.

    


    At
      any
      time prior to 5:00 P.M. New York time on the earlier of (i) the tenth
      day following the date of a public announcement that a person or group of
      affiliated or associated persons has acquired beneficial ownership of 15% or
      more of the outstanding shares of the Common Stock of the Company or such later
      date as may be determined by action of a majority of the members of the Board
      of
      Directors then in office and publicly announced by the Company or (ii) June
      5,
      2013, the Board of Directors of the Company may redeem the Rights in whole,
      but
      not in part, at a price of $.0001 per Right (the “Redemption Price”).
      Immediately upon the action of the Board of Directors of the Company electing
      to
      redeem the Rights, the Company shall make announcement thereof, and upon such
      election, the right to exercise the Rights will terminate and the only right
      of
      the holders of Rights will be to receive the Redemption Price.


    
      
        
        

      

      
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    Until
      a
      Right is exercised, the holder thereof, as such, will have no rights as a
      shareholder of the Company, including without limitation, the right to vote
      or
      to receive dividends.

    


    The
      provisions of the Rights Agreement may be amended by the Board of Directors
      in
      order to cure any ambiguity or correct any defect or inconsistency and by the
      Continuing Directors, prior to the Distribution Date, to make changes deemed
      to
      be in the best interests of the holders of the Rights or after the Distribution
      Date, to make such other changes which do not adversely affect the interest
      of
      the holders of the Rights (excluding the interests of any Acquiring Person
      and
      its Affiliates and Associates).

     

    A
      copy of
      the Rights Agreement, as amended, has been filed with the Securities and
      Exchange Commission as an Exhibit to a Current Report on Form 8-K
      dated June 6, 2008. A copy of the Rights Agreement is available free of charge
      from the Company. This summary description of the Rights does not purport to
      be
      complete and is qualified in its entirety by reference to the Rights Agreement,
      which is hereby incorporated herein by reference.


    
      
        
        

      

      
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