exv4w1








    Exhibit 4.1



 



    SECTION 382 RIGHTS AGREEMENT



 




 



    REINSURANCE GROUP OF AMERICA, INCORPORATED



 



    and



 



    MELLON INVESTOR SERVICES LLC



 



    Rights Agent



 




 



    Dated as of June 2, 2008



 












 







    INDEX



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	 
	

    Section 1.


	 
	
 
	
    Certain Definitions
	
 
	 
	
    1
	 

	 
	

    Section 2.


	 
	
 
	
    Appointment of Rights Agent
	
 
	 
	
    5
	 

	 
	

    Section 3.


	 
	
 
	
    Issue of Right Certificates
	
 
	 
	
    5
	 

	 
	

    Section 4.


	 
	
 
	
    Form of Right Certificates
	
 
	 
	
    6
	 

	 
	

    Section 5.


	 
	
 
	
    Countersignature and Registration
	
 
	 
	
    7
	 

	 
	

    Section 6.


	 
	
 
	
    Transfer, Split Up, Combination and Exchange of
    Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
    Certificates
	
 
	 
	
    7
	 

	 
	

    Section 7.


	 
	
 
	
    Exercise of Rights; Purchase Price; Expiration
    Date of Rights
	
 
	 
	
    8
	 

	 
	

    Section 8.


	 
	
 
	
    Cancellation and Destruction of Right
    Certificates
	
 
	 
	
    9
	 

	 
	

    Section 9.


	 
	
 
	
    Reservation and Availability of Shares of
    Preferred Stock
	
 
	 
	
    9
	 

	 
	

    Section 10.


	 
	
 
	
    Preferred Stock Record Date
	
 
	 
	
    10
	 

	 
	

    Section 11.


	 
	
 
	
    Adjustment to Purchase Price, Number of Shares or
    Number of Rights
	
 
	 
	
    11
	 

	 
	

    Section 12.


	 
	
 
	
    Certificate of Adjusted Purchase Price or Number
    of Shares
	
 
	 
	
    16
	 

	 
	

    Section 13.


	 
	
 
	
    [Reserved]
	
 
	 
	
    16
	 

	 
	

    Section 14.


	 
	
 
	
    Fractional Rights and Fractional Shares
	
 
	 
	
    16
	 

	 
	

    Section 15.


	 
	
 
	
    Rights of Action
	
 
	 
	
    17
	 

	 
	

    Section 16.


	 
	
 
	
    Agreement of Right Holders
	
 
	 
	
    17
	 

	 
	

    Section 17.


	 
	
 
	
    Right Certificate Holder Not Deemed a
    Shareholder
	
 
	 
	
    18
	 

	 
	

    Section 18.


	 
	
 
	
    Concerning the Rights Agent
	
 
	 
	
    18
	 

	 
	

    Section 19.


	 
	
 
	
    Merger or Consolidation or Change of Name of
    Rights Agent
	
 
	 
	
    19
	 

	 
	

    Section 20.


	 
	
 
	
    Duties of Rights Agent
	
 
	 
	
    19
	 

	 
	

    Section 21.


	 
	
 
	
    Change of Rights Agent
	
 
	 
	
    21
	 

	 
	

    Section 22.


	 
	
 
	
    Issuance of New Right Certificates
	
 
	 
	
    21
	 

	 
	

    Section 23.


	 
	
 
	
    Redemption and Termination
	
 
	 
	
    22
	 

	 
	

    Section 24.


	 
	
 
	
    Exchange
	
 
	 
	
    22
	 

	 
	

    Section 25.


	 
	
 
	
    Notice of Proposed Actions
	
 
	 
	
    23
	 

	 
	

    Section 26.


	 
	
 
	
    Notices
	
 
	 
	
    24
	 

	 
	

    Section 27.


	 
	
 
	
    Supplements and Amendments
	
 
	 
	
    25
	 

	 
	

    Section 28.


	 
	
 
	
    Successors
	
 
	 
	
    25
	 

	 
	

    Section 29.


	 
	
 
	
    Benefits of This Rights Agreement
	
 
	 
	
    25
	 

	 
	

    Section 30.


	 
	
 
	
    Determinations and Actions by the Board,
    etc. 
	
 
	 
	
    25
	 

	 
	

    Section 31.


	 
	
 
	
    Severability
	
 
	 
	
    26
	 

	 
	

    Section 32.


	 
	
 
	
    Governing Law
	
 
	 
	
    26
	 

	 
	

    Section 33.


	 
	
 
	
    Counterparts
	
 
	 
	
    26
	 

	 
	

    Section 34.


	 
	
 
	
    Descriptive Headings
	
 
	 
	
    26
	 

	

    Exhibit A-1 — Form of Certificate of
    Designation for
    Series A-1
    Junior Participating Preferred Stock


	
 
	 
	
 
	 

	

    Exhibit B-1 — Form of Right Certificate
    for Class A Rights


	
 
	 
	
 
	 

	

    Exhibit C — Summary of Preferred Stock
    Purchase Rights


	
 
	 
	
 
	 










    

    i








 







    SECTION 382
    RIGHTS AGREEMENT



 



    This Section 382 Rights Agreement, dated as of June 2,
    2008 (the “Rights Agreement”) is entered into between
    Reinsurance Group of America, Incorporated, a Missouri
    corporation (the “Company”), and Mellon Investor
    Services LLC, a New Jersey limited liability company, as rights
    agent (the “Rights Agent”).



 




    WITNESSETH



 



    WHEREAS, the Company and MetLife (as defined below) have entered
    into the Recapitalization and Distribution Agreement (as defined
    below) on the date hereof, pursuant to which, among other
    things, the Company intends to submit at a special meeting of
    shareholders of the Company certain proposals to recapitalize
    the Common Stock for approval of the shareholders of the Company;



 



    WHEREAS, (a) the Company and certain of its Subsidiaries
    have generated net operating losses for United States federal
    income tax purposes (“NOLs”); (b) such NOLs may
    potentially provide valuable tax benefits to the Company;
    (c) the Company desires to avoid an “ownership
    change” within the meaning of Section 382 (as defined
    below), and thereby preserve the ability to utilize such NOLs,
    and (d) in furtherance of such objective, the Company
    desires to enter into this Rights Agreement;



 



    WHEREAS, if the Company’s shareholders approve the
    recapitalization proposal and other terms and conditions set
    forth in the Recapitalization and Distribution Agreement are
    satisfied or waived, MetLife will complete the Split-Off and the
    Additional Divestiture Transactions (each as defined below),
    which will constitute one or more testing dates for purposes of
    Section 382 (as defined below);



 



    WHEREAS, on June 1, 2008 the Board of Directors of the
    Company authorized and declared a dividend distribution of one
    right (hereinafter referred to as a “Right”) for each
    share of Common Stock outstanding at the close of business on
    June 12, 2008 (the “Record Date”) (other than
    shares of such Common Stock held in the Company’s treasury
    on such date), and has authorized the issuance of one Right in
    respect of each share of Common Stock of the Company issued
    between the Record Date (whether originally issued or issued
    from the Company’s treasury) and the Distribution Date (as
    such term is defined in Section 3 hereof), each Right
    representing the right to purchase one one-hundredth of a share
    of
    Series A-1
    Junior Participating Preferred Stock of the Company having the
    rights, powers and preferences set forth in the form of
    Certificate of Designation attached hereto as Exhibit A,
    upon the terms and subject to the conditions hereinafter set
    forth (the “Rights”); and



 



    WHEREAS, the Company desires to appoint the Rights Agent to act
    as provided herein, and the Rights Agent is willing so to act.



 



    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 Rights
    Agreement, the following terms have the meanings indicated:



 



    (a) “5% Shareholder” shall mean a Person or group
    of Persons that is a “5-percent shareholder” of the
    Corporation pursuant to Treasury Regulation
    § 1.382-2T(g).



 



    (b) “Acquiring Person” shall mean any Person (as
    hereinafter defined) who or which, without the Prior Written
    Approval of the Company (as hereinafter defined), shall have
    become a 5% Shareholder (other than by reason of Treasury
    Regulation Section 1.382-2T(j)(3)(i))
    or shall be such a 5% Shareholder after the date hereof, whether
    or not such Person continues to be a 5% Shareholder, but shall
    not include (i) the Company, any Subsidiary of the Company,
    any employee benefit plan or compensation arrangement of the
    Company or any Subsidiary of the Company, or any entity holding
    securities of the Company to the extent organized, appointed or
    established by the Company or any Subsidiary of the Company for
    or pursuant to the terms of any such employee benefit plan or
    compensation arrangement, (ii) any Grandfathered Person,
    (iii) any Exempted Person, or (iv) any Person who or
    which inadvertently may become a 5% Shareholder or otherwise
    becomes such a 5% Shareholder, so long as such Person




    

    1








 






    promptly enters into, and delivers to the Company, an
    irrevocable commitment promptly to divest, and thereafter
    promptly divests (without exercising or retaining any power,
    including voting, with respect to such securities), sufficient
    securities of the Company so that such Person ceases to be a 5%
    Shareholder of the Company.



 



    (c) “Acceptance Time” shall have the meaning set
    forth in the Recapitalization and Distribution Agreement.



 



    (d) “Additional Divestiture Transaction” shall
    have the meaning set forth in the Recapitalization and
    Distribution Agreement.



 



    (e) “Articles of Incorporation” shall mean the
    Articles of Incorporation of the Company, as amended from time
    to time, including, without limitation, in connection with the
    Recapitalization.



 



    (f) A Person shall be deemed the “Beneficial
    Owner” of, and shall be deemed to “beneficially
    own”, any securities which such Person directly owns, or
    would be deemed to constructively own, pursuant to
    Section 382 and the Treasury Regulations promulgated
    thereunder.



 



    (g) “Board of Directors” shall mean the entire
    Board of Directors of the Company as constituted from time to
    time, or a duly constituted committee thereof, to the extent
    that the related rights, duties, responsibilities or obligations
    have been delegated to such a committee, as applicable.



 



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



 



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



 



    (j) “Code” means the Internal Revenue Code of
    1986, as amended from time to time, or any successor statute.



 



    (k) “Common Stock” shall mean (i) the common
    stock, par value $0.01 per share, of the Company, or
    (ii) any shares into which such common stock may be
    reclassified or exchanged, including without limitation, in
    connection with the Recapitalization or (iii) any shares
    into which common stock may be reclassified (other than in
    connection with the Recapitalization), except that, in each of
    cases (i), (ii) and (iii), “Common Stock” when
    used with reference to any Person other than the Company shall
    mean the capital stock with the greatest Voting Power of such
    Person or the equity securities or other equity interest having
    power to control or direct the management of such Person or, if
    such Person is a Subsidiary (as hereinafter defined) of another
    Person, of the Person which ultimately controls such
    first-mentioned Person and which has issued and outstanding such
    capital stock, equity securities or equity interests.



 



    (l) “Company” shall have the meaning set forth in
    the Preamble of this Rights Agreement.



 



    (m) “Corporation Securities” shall mean
    (i) shares of Common Stock, (ii) shares of preferred
    stock (other than preferred stock described in
    Section 1504(a)(4) of the Code) of the Company,
    (iii) warrants, rights, or options (including options
    within the meaning of Treasury Regulation
    § 1.382-2T(h)(4)(v)) to purchase stock (other than
    preferred stock described in Section 1504(a)(4) of the
    Code) of the Company, and (iv) any other interest that
    would be treated as “stock” of the Company pursuant to
    Treasury Regulation § 1.382-2T(f)(18).



 



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



 



    (o) “Exchange Act” shall mean the
    U.S. Securities Exchange Act of 1934, as amended.



 



    (p) “Exchange Ratio” shall have the meaning set
    forth in Section 24(a) hereof.




    

    2








 






    (q) “Exempted Person” shall mean:



 



    (i) any Person who directly acquires Corporation Securities
    from MetLife pursuant to the Split-Off or any Additional
    Divestiture Transaction and would otherwise qualify as an
    Acquiring Person upon consummation of the Split-Off or such
    Additional Divestiture Transaction, respectively, unless and
    until such time as the Percentage Stock Ownership in the Company
    of such Person shall be increased other than pursuant to the
    Split-Off or Additional Divestiture Transaction, as
    applicable; or



 



    (ii) any Person who the Company, in its sole discretion,
    determines is not a 5% Shareholder at any time prior to the time
    at which the Company’s right of redemption expires pursuant
    to Section 23(a) of this Rights Agreement; provided,
    however, that such a Person will cease to be an “Exempted
    Person” if the Company makes a contrary determination;



 



    provided further that, in the case of clause (i),
    (A) if any such Person ceases to be a 5% Shareholder
    following such acquisition of Corporation Securities from
    MetLife pursuant to the Split-Off or any Additional Divestiture
    Transaction, then such Person shall cease to be an Exempted
    Person (it being understood that, after a Person ceases to be an
    Exempted Person, such Person could become an Exempted Person at
    a later date by virtue of events specified in the foregoing
    clause (i) or (ii) occurring after the date such
    Person has ceased to be an Exempted Person), and (B) no
    immediate transferee of such an Exempted Person shall be an
    Exempted Person unless such transferee shall otherwise be an
    Exempted Person by virtue of the foregoing clause (i) or
    (ii).



 



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



 



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



 



    (t) “Grandfathered Person” shall mean any Person
    who would otherwise qualify as an Acquiring Person as of the
    date of this Rights Agreement (including, for clarification,
    MetLife and its Subsidiaries), unless and until such time as the
    Percentage Stock Ownership in the Company of such Person shall
    be increased, other than any increase pursuant to or as a result
    of (i) the exercise of any option or warrant to purchase
    Corporation Securities from the Company, (ii) any issuance
    of Corporation Securities by the Company, or a stock dividend,
    stock split or similar transaction effected by the Company in
    which all holders of Common Stock are treated equally, or
    (iii) the distribution or transfer of Common Stock from any
    Subsidiary of MetLife to MetLife or another Subsidiary of
    MetLife prior to the consummation of the Split-Off.



 



    (u) “MetLife” shall mean MetLife, Inc., a
    Delaware corporation, and its Subsidiaries, individually and
    collectively.



 



    (v) “NOLs” shall have the meaning set forth in
    the recitals to this Rights Agreement.



 



    (w) “Number of Adjustment Shares” shall have the
    meaning set forth in Section 11(b) hereof.



 



    (x) “Percentage Stock Ownership” shall mean the
    percentage stock ownership interest as determined in accordance
    with Treasury Regulation § 1.382-2T(g), (h),
    (j) and (k).



 



    (y) “Person” shall mean any individual, firm,
    corporation, partnership, trust association, limited liability
    company, limited liability partnership, or other entity, or any
    group of Persons making a “coordinated acquisition” of
    shares or otherwise treated as an entity within the meaning of
    Treasury Regulation § 1.382-3(a)(1), or otherwise and
    shall include any successor (by merger or otherwise) of any such
    entity.



 



    (z) “Prior Written Approval of the Company” shall
    mean prior express written consent of the Company to the actions
    in question, executed on behalf of the Company by a duly
    authorized officer of the Company following express approval by
    action of at least a majority of the members of the Board of
    Directors then in office.



 



    (aa) “Purchase Price” shall have the meaning set
    forth in Section 4 hereof.




    

    3








 






    (bb) “Recapitalization” shall have the meaning
    set forth in the Recapitalization and Distribution Agreement.



 



    (cc) “Recapitalization and Distribution
    Agreement” shall mean that Recapitalization and
    Distribution Agreement between the Company and MetLife dated as
    of the date hereof.



 



    (dd) “Record Date” shall have the meaning set
    forth in the Recitals of this Rights Agreement.



 



    (ee) “Record Time” shall mean the Close of
    Business on the Record Date.



 



    (ff) “Redemption Price” shall have the
    meaning set forth in Section 23(a) hereof.



 



    (gg) “Registrar” shall have the meaning set forth
    in Section 4(a) hereof.



 



    (hh) “Restriction Release Date” shall mean the
    earlier of (x) the date that is 36 months and one day
    following the effectiveness of the Recapitalization or
    (y) such other date as the Board of Directors may determine
    pursuant to the Articles of Incorporation, as the same may be
    amended from time to time, including without limitation in
    connection with the Recapitalization.



 



    (ii) “Right” shall have the meaning set forth in
    the Recitals of this Rights Agreement.



 



    (jj) “Rights Agent” shall have the meaning set
    forth in the Preamble of this Rights Agreement.



 



    (kk) “Section 11(b) Event” shall have the
    meaning set forth in Section 11(b) hereof.



 



    (ll) “Section 382” shall mean
    Section 382 of the Code, or any comparable successor
    provision.



 



    (mm) “Securities Act” shall mean the
    U.S. Securities Act of 1933, as amended.



 



    (nn) “Security” shall have the meaning set forth
    in Section 11(f) hereof.



 



    (oo) “Series A Preferred Stock” shall mean
    the
    Series A-1
    Junior Participating Preferred Stock, par value $0.01 per share,
    of the Company.



 



    (pp) “Split-Off” shall have the meaning set forth
    in the Recapitalization and Distribution Agreement.



 



    (qq) “Stock Acquisition Date” shall mean the
    earlier of (i) the first date of public announcement by a
    Person that an Acquiring Person has become an Acquiring Person,
    or (ii) the date on which the Company first has notice,
    direct or indirect, or otherwise determines that a Person has
    become an Acquiring Person.



 



    (rr) “Subsidiary” shall mean, with respect to any
    Person, any other Person of which securities or other ownership
    interests having ordinary Voting Power, in the absence of
    contingencies, to elect a majority of the board of directors (or
    other persons performing similar functions) of such other Person
    are at the time directly or indirectly owned by such Person or
    one or more of such Person’s Subsidiaries, except that
    “Subsidiary” when used with reference to the Company
    shall mean any Person of which either a majority of the Voting
    Power of the voting equity securities or a majority of the
    equity interests is owned, directly or indirectly, by the
    Company.



 



    (ss) “Tax Benefits” shall means the net operating
    loss carryovers, capital loss carryovers, general business
    credit carryovers, alternative minimum tax credit carryovers and
    foreign tax credit carryovers, as well as any loss or deduction
    attributable to a “net unrealized built-in loss”
    within the meaning of Section 382, of the Company or any of
    its Subsidiaries.



 



    (tt) “Trading Day” shall have the meaning set
    forth in Section 11(f)(i) hereof.



 



    (uu) “Voting Power” of a Person shall mean the
    voting power of all securities of a Person then outstanding
    generally entitled to vote for the election of directors on
    matters submitted to the shareholders of the Person (or where
    appropriate) for the election of persons performing similar
    functions), without taking into account special voting rights.




    

    4








 











    Section
    2.  Appointment of Rights
    Agent.  The Company hereby appoints the
    Rights Agent to act as agent for the Company 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 upon ten (10) days’ prior written notice to
    the Rights Agent. The Rights Agent shall have no duty to
    supervise, and in no event shall be liable for, the acts or
    omissions of any such co-rights agent.



 



    Section
    3.  Issue of Right
    Certificates.



 



    (a) Until the earlier of (i) the Close of Business on
    the tenth Business Day after the Stock Acquisition Date or
    (ii) the Close of Business on the tenth Business Day (or
    such later date as may be determined by action of the Board of
    Directors but in no event later than the tenth Business Day
    after such time as any Person becomes an Acquiring Person) after
    the date that a tender or exchange offer to acquire Corporation
    Securities by any Person (other than the Company, any Subsidiary
    of the Company, any employee benefit plan or compensation
    arrangement of the Company or of any Subsidiary of the Company,
    or any entity holding securities of the Company to the extent
    organized, appointed or established by the Company or any
    Subsidiary of the Company for or pursuant to the terms of any
    such employee benefit plan or compensation arrangement) is first
    published or sent or given within the meaning of
    Rule 14d-2(a)
    of the General Rules and Regulations under the Exchange Act,
    without the Prior Written Approval of the Company, which tender
    or exchange offer to acquire Corporation Securities would result
    in any Person becoming an Acquiring Person (including any such
    date which is after the date of this Rights Agreement and prior
    to the issuance of the Rights) (the earlier of the dates
    referred to in clauses (i) or (ii), the “Distribution
    Date”) without giving effect to restrictions set forth in
    the Articles of Incorporation, (x) the Rights will be
    evidenced (subject to the provisions of paragraph (b) of
    this Section 3) by the certificates for the Common
    Stock registered in the names of the holders of the Common Stock
    (which certificates for Common Stock shall be deemed also to be
    Right Certificates) and not by separate Right Certificates, as
    more fully set forth below, and (y) the Rights (and the
    right to receive certificates therefor) will be transferable
    only in connection with the transfer of the underlying shares of
    Common Stock, as more fully set forth below. As soon as
    practicable after the Company has (A) notified the Rights
    Agent in writing of the occurrence of the Distribution Date,
    (B) provided the Rights Agent with written instructions,
    and (C) provided or caused the Rights Agent to be provided
    with all other information (including mailing information) which
    the Rights Agent may reasonably request, the Company shall
    prepare and execute, and the Rights Agent shall countersign and
    send, by first-class, insured, postage prepaid mail, to each
    record holder of the 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, in
    substantially the form of Exhibit B hereto (the “Right
    Certificate”), evidencing one Right for each share of
    Common Stock so held, subject to adjustment as provided herein.
    As of and after the Distribution Date, the Rights will be
    evidenced solely by such Right Certificates. Until the Rights
    Agent receives written notice of the Distribution Date from the
    Company, the Rights Agent may presume conclusively for all
    purposes that the Distribution Date has not occurred.



 



    (b) On the Record Date or as soon as practicable
    thereafter, the Company will send a copy of a Summary of Rights
    to Purchase Preferred Stock, in substantially the form of
    Exhibit C hereto (the “Summary of Rights”), by
    first-class, postage prepaid mail, to each record holder of the
    Common Stock as of the Record Time, at the address of such
    holder shown on the records of the Company. With respect to
    certificates for the Common Stock outstanding as of the Record
    Date, until the Distribution Date (or the earlier redemption,
    expiration or termination of the Rights), the Rights will be
    evidenced by such certificates for the Common Stock registered
    in the names of the holders of the Common Stock and the
    registered holders of the Common Stock shall also be registered
    holders of the associated Rights. Until the Distribution Date
    (or the earlier redemption, expiration or termination of the
    Rights), the surrender for transfer of any of the certificates
    for the Common Stock outstanding in respect of which Rights have
    been issued shall also constitute the transfer of the Rights
    associated with the Common Stock represented by such certificate.



 



    (c) Certificates for the Common Stock issued after the
    Record Date but prior to the earlier of the Distribution Date or
    the redemption, expiration or termination of the Rights shall be
    deemed also to be




    

    5








 






    certificates for Rights and shall have impressed, printed or
    written on, or otherwise affixed to them a legend in
    substantially the following form:



 



    This certificate also evidences and entitles the holder hereof
    to certain Rights as set forth in a Section 382 Rights
    Agreement between Reinsurance Group of America, Incorporated
    (the “Company”) and Mellon Investor Services LLC (or
    any successor thereto), as Rights Agent, as it may from time to
    time be supplemented or amended (the “Rights
    Agreement”), the terms of which are incorporated herein by
    reference and a copy of which is on file at the principal
    executive offices of the Company. Under certain circumstances,
    as set forth in the Rights Agreement, such Rights may expire or
    may be redeemed, exchanged or be evidenced by separate
    certificates and no longer be evidenced by this certificate. The
    Company will mail to the holder of this certificate a copy of
    the Rights Agreement without charge promptly after receipt of a
    written request therefor. Under certain circumstances, Rights
    issued to or held by Acquiring Persons (as defined in the Rights
    Agreement) and any subsequent holder of such Rights may become
    null and void.



 



    With respect to such certificates containing the foregoing
    legend, until the Distribution Date (or the earlier redemption,
    expiration or termination of the Rights), 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 certificates.



 



    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 shares of Common Stock
    which are no longer outstanding.



 



    Section 4.  Form
    of Right Certificates.



 



    (a) The Right Certificates (and the forms of election to
    purchase shares and of assignment to be printed on the reverse
    thereof) shall be in substantially the same form as
    Exhibit B hereto and may have such marks of identification
    or designation and such legends, summaries or endorsements
    printed thereon as the Company may deem appropriate (but which
    do not affect the rights, duties, responsibilities or
    obligations of the Rights Agent as set forth in this Rights
    Agreement) and as are not inconsistent with the provisions of
    this Rights Agreement, or as may be required to comply with any
    applicable law, rule or regulation or with any rule or
    regulation of any stock exchange on which the Rights may from
    time to time be listed, or to conform to customary usage.
    Subject to the provisions of Section 11 and Section 22
    hereof, the Right Certificates, whenever issued, shall be dated
    as of the Record Date, and on their face shall entitle the
    holders thereof to purchase such number of one one-hundredths of
    a share of Preferred Stock as shall be set forth therein at the
    price per one one-hundredth of a share as set forth therein (the
    “Purchase Price”), but the number and identity of such
    shares and the Purchase Price shall be and remain subject to
    adjustment as provided herein.



 



    (b) Any Right Certificate issued pursuant hereto that
    represents Rights beneficially owned by (i) an Acquiring
    Person, (ii) a transferee of an Acquiring Person which
    becomes a transferee after the Acquiring Person becomes such, or
    (iii) a transferee of an Acquiring Person which becomes a
    transferee prior to or concurrently with the Acquiring Person
    becoming such and which 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 plan, agreement, arrangement or
    understanding regarding either the transferred Rights, shares of
    Company Common Stock or the Company or (B) a transfer which
    a majority of the Board of Directors has determined to be part
    of a plan, agreement, arrangement or understanding which has as
    a primary purpose or effect the avoidance of Section 7(e),
    and any Right Certificate issued pursuant to Section 6
    hereof, Section 11 hereof or Section 22 hereof upon
    transfer, exchange, replacement or adjustment of any other Right
    Certificate referred to in this




    

    6








 






    sentence, shall contain (to the extent the Rights Agent has
    notice thereof and to the extent feasible) the following legend,
    or a legend substantially to the following effect:



 



    The Rights represented by this Right Certificate are or were
    beneficially owned by a Person who was or became an Acquiring
    Person. Accordingly, this Right Certificate and the Rights
    represented hereby are void in the circumstances specified in
    Section 7(e) of the Rights Agreement.



 



    The failure to print the foregoing legend on any such Right
    Certificate or any defect therein shall not affect in any manner
    whatsoever the application or interpretation of the provisions
    of Section 7(e) hereof.



 



    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, Chief Financial Officer or any Executive
    Vice President, either manually or by facsimile signature, and
    shall have affixed thereto the Company’s seal or a
    facsimile thereof which shall be attested by the Secretary or
    any Assistant Secretary of the Company, either manually or by
    facsimile signature. The Right Certificates shall manually be
    countersigned by the Rights Agent or the registrar or
    co-registrar for the Common Stock (the “Registrar”)
    and shall not be valid for any purpose unless so countersigned.
    In case any officer of the Company whose manual or facsimile
    signature is affixed to the Right Certificates shall cease to be
    such officer of the Company before countersignature by the
    Rights Agent or the Registrar and issuance and delivery by the
    Company, such Right Certificates, nevertheless, may be
    countersigned by the Rights Agent or the Registrar, 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. 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 and receipt by the
    Rights Agent of (i) written notice of the Distribution Date
    pursuant to Section 3(a) hereof, and (ii) all
    information reasonably requested by the Rights Agent pursuant to
    Section 3(a) hereof, the Rights Agent will keep or cause to
    be kept, at its shareholder services office or such other office
    designated for such purposes, 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, the certificate number
    of 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),
    11 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 (as such term is defined in
    Section 7(a) hereof), 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
    Preferred Stock (or other securities, cash or other assets, as
    the case may be) 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, with the forms of assignment and
    certificate contained therein duly executed, at the shareholder
    services office of the Rights Agent or such office designated
    for such purpose. The Rights Certificates are transferable only
    on the registry books of the Rights Agent. Neither the Rights
    Agent nor the Company shall be obligated to take any action
    whatsoever with respect to the transfer of any such surrendered
    Rights Certificate until the registered holder shall have
    properly completed and signed the certificate contained in the
    form of assignment on the reverse side of such Rights
    Certificate and shall have provided such additional evidence of
    the identity of the Beneficial Owner (or former Beneficial
    Owner) as the Company or the Rights Agent shall reasonably
    request and (iii) paid 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 Rights
    Certificates. Thereupon, the Rights Agent shall countersign and
    deliver to the Person




    

    7








 






    entitled thereto a Right Certificate or Right Certificates, as
    the case may be, as so requested. The Company may require
    payment from the Rights holder of a sum sufficient to cover any
    such tax or governmental charge that may be imposed in
    connection with any transfer, split up, combination or exchange
    of Right Certificates. The Rights Agent shall have no duty or
    obligation to take any action under any Section of this Rights
    Agreement which requires the payment by a Rights holder of
    applicable taxes
    and/or
    governmental charges unless and until the Rights Agent is
    satisfied that all such taxes or charges have been paid.



 



    (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
    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
    countersignature and delivery to the registered owner in lieu of
    the Right Certificate so lost, stolen, destroyed or mutilated.



 



    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) 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 and the certificate set forth
    on the reverse side thereof properly completed and duly
    executed, to the Rights Agent at the shareholder services office
    of the Rights Agent or such office designated for such purpose,
    together with payment of the Purchase Price for each one
    one-hundredth of a share of Preferred Stock as to which the
    Rights are exercised, at or prior to the Close of Business on
    the Expiration Date. The “Expiration Date”, as used in
    this Rights Agreement, shall be the earliest of (i) the
    Final Expiration Date (as defined below), (ii) the time at
    which the Rights are redeemed or this Rights Agreement
    terminates as provided in Section 23 hereof, or
    (iii) the time at which the Rights are exchanged as
    provided in Section 24 hereof. The “Final Expiration
    Date”, as used in this Rights Agreement, shall be the
    Restriction Release Date.



 



    (b) The Purchase Price for each one one-hundredth of a
    share of Preferred Stock pursuant to the exercise of a Right
    shall initially be
    $200,
    which shall be subject to adjustment from time to time as
    provided in Section 11 hereof and shall be payable in
    lawful money of the United States of America in accordance with
    paragraph (c) below.



 



    (c) Upon receipt of a Right Certificate, with the form of
    election to purchase and the certificate properly completed and
    duly executed, accompanied by payment of the Purchase Price for
    each one one-hundredth of a share of Preferred Stock to be
    purchased and an amount equal to any applicable tax or
    governmental charge required to be paid by the holder of the
    Rights pursuant hereto in accordance with Section 9 hereof
    by certified check, bank draft or money order payable to the
    order of the Company or the Rights Agent, the Rights Agent
    shall, subject to Section 20(k) hereof, thereupon promptly
    (i) either (A) requisition from any transfer agent of
    the shares of Preferred Stock (or make available, if the Rights
    Agent is the transfer agent) certificates for the number of
    shares of Preferred Stock to be purchased and the Company hereby
    irrevocably authorizes any such transfer agent to comply with
    all such requests, or (B) if the Company, in its sole
    discretion, shall have elected to deposit the shares of
    Preferred Stock issuable upon exercise of the Rights hereunder
    into a depositary, requisition from the depositary agent
    depositary receipts representing such number of one
    one-hundredths of a share of Preferred Stock as are to be
    purchased (in which case certificates for the shares of
    Preferred Stock represented by such receipts shall be deposited
    by the transfer agent with the depositary agent) and the Company
    hereby authorizes and directs such depositary agent to comply
    with all such requests, (ii) promptly after receipt of such
    certificates or depositary receipts 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, (iii) 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 hereof, (iv) after receipt of any such
    cash, promptly deliver such cash to or upon the order of the
    registered holder of such Right Certificate, (v) when
    appropriate, requisition from the Company the amount of cash or
    securities issuable upon exercise of a Right pursuant to the
    adjustment provisions of Section 11 or the exchange




    

    8








 






    provisions of Section 24, and (vi) after receipt of
    any such cash or securities, promptly deliver such cash or
    securities to or upon the order of the registered holder of such
    Right Certificate, of any such cash or securities.



 



    (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 prepared, executed and delivered
    by the Rights Agent to the registered holder of such Right
    Certificate or to such holder’s duly authorized assigns,
    subject to the provisions of Section 14 hereof.



 



    (e) Notwithstanding anything in this Rights Agreement to
    the contrary, upon the first occurrence of a Section 11(b)
    Event, any Rights beneficially owned by (i) an Acquiring
    Person, (ii) a transferee of an Acquiring Person which
    becomes a transferee after the Acquiring Person becomes such, or
    (iii) a transferee of an Acquiring Person which becomes a
    transferee prior to or concurrently with the Acquiring Person
    becoming such and which 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 plan, agreement, arrangement or
    understanding regarding the transferred Rights, shares of
    Corporation Securities or the Company or (B) a transfer
    which a majority of the Board of Directors has determined to be
    part of a plan, agreement, arrangement or understanding which
    has as a primary purpose or effect the avoidance of this
    Section 7(e), and subsequent transferees of such Persons,
    shall be null and void without any further action, and no holder
    of such Rights shall have any rights whatsoever with respect to
    such Rights or any Rights Certificate which formerly evidenced
    such Rights, and neither the Company nor the Rights Agent shall
    have any obligation whatsoever with respect to such Rights or
    any Rights Certificate, whether under any provision of this
    Rights Agreement or otherwise. The Company shall use all
    reasonable efforts to notify the Rights Agent when this
    Section 7(e) applies and to ensure that the provisions of
    this Section 7(e) and Section 4(b) are complied with,
    but neither the Company nor the Rights Agent shall have any
    liability to any holder of Rights or any other Person as a
    result of its failure to make any determination under this
    Section 7(e) or Section 4(b) with respect to an
    Acquiring Person or its transferees hereunder.



 



    (f) Notwithstanding anything in this Rights 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 the certificate contained in
    the appropriate form of election to purchase set forth on the
    reverse side of the Right Certificate surrendered for such
    exercise shall have been properly completed and duly executed by
    the registered holder thereof and the Company or the Rights
    Agent shall have been provided with such additional evidence of
    the identity of the Beneficial Owner (or former Beneficial
    Owner) as the Company or the Rights Agent 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 canceled form, or, if surrendered to the
    Rights Agent, shall be canceled 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 canceled Right Certificates to the Company, or
    shall, at the written request of the Company, destroy such
    canceled Right Certificates, and in such case shall deliver a
    certificate of destruction thereof to the Company.



 



    Section 9.  Reservation
    and Availability of Shares of Preferred Stock.



 



    (a) Subject to the Company’s rights under
    Section 11(c), the Company covenants and agrees that it
    will cause to be reserved and kept available out of its
    authorized and unissued shares of Preferred Stock or its
    authorized and issued shares of Preferred Stock held in its
    treasury, the number of shares of Preferred Stock that will be
    sufficient to permit the exercise in full of all outstanding
    Rights and, after the occurrence of a Section 11(b) Event,
    shall so reserve and keep available a sufficient number of
    shares of Preferred Stock, Common Stock
    and/or other
    securities which may be required to permit the exercise in full
    of the Rights pursuant to this Rights Agreement.




    

    9








 






    (b) The Company shall use its best efforts to
    (i) file, as soon as practicable following the first
    occurrence of an event which would establish the Distribution
    Date, a registration statement under the Securities Act, with
    respect to 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 Securities 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 after the date set forth in
    clause (i) of the first sentence of this Section 9(c),
    the exercisability of the Rights in order to prepare and file
    such registration statement and permit it to become effective.
    Upon any such suspension, the Company shall issue a public
    announcement stating that the exercisability of the Rights has
    been temporarily suspended, as well as a public announcement at
    such time as the suspension is no longer in effect, in each case
    with simultaneous written notice to the Rights Agent. In
    addition, if the Company determines that a registration
    statement should be filed under the Securities Act or any
    securities laws following the Distribution Date, the Company may
    temporarily suspend the exercisability of the Rights in each
    relevant jurisdiction until such time as a registration
    statement has been declared effective and, upon any such
    suspension, the Company shall issue a public announcement
    stating that the exercisability of the Rights has been
    temporarily suspended, as well as a public announcement at such
    time as the suspension is no longer in effect, in each case with
    simultaneous written notice to the Rights Agent. Notwithstanding
    any provision of this Agreement to the contrary, the Rights
    shall not be exercisable in any jurisdiction if the requisite
    qualification in such jurisdiction shall not have been obtained
    or be obtainable or the exercise thereof shall not be permitted
    under applicable law or a registration statement shall not have
    been declared effective.



 



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



 



    (d) If the Company determines that registration under the
    Securities Act is required, then the Company shall use its
    reasonable best efforts to (i) file, as soon as practicable
    following the first occurrence of an event which would establish
    the Distribution Date, a registration statement under the
    Securities Act, with respect to 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 Securities 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.



 



    (e) The Company further covenants and agrees that it will
    pay when due and payable any and all federal and state transfer
    taxes and governmental charges which may be payable in respect
    of the issuance or delivery of the Right Certificates or of any
    shares of Preferred Stock
    and/or other
    securities upon the exercise of Rights. The Company shall not,
    however, be required to pay any such tax or charge 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 or depositary receipts for Preferred Stock
    and/or other
    securities in a name other than that of the registered holder of
    the Right Certificate evidencing Rights surrendered for
    exercise, nor shall the Company be required to issue or deliver
    any certificates or depositary receipts for shares of Preferred
    Stock and/or
    other securities upon the exercise of any Rights until any such
    tax or charge shall have been paid (any such tax or charge being
    payable by the holder of such Right Certificate at the time of
    surrender) or until it has been established to the
    Company’s and the Rights Agent’s satisfaction that no
    such tax or charge is due.



 



    Section 10.  Preferred
    Stock Record Date.  Each Person (other
    than the Company) in whose name any certificate for shares of
    Preferred Stock (or other securities) is issued upon the
    exercise of Rights shall for all purposes be deemed to have
    become the holder of record of the Preferred Stock (or other
    securities) 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 taxes or charges) was made;
    provided, however, that if the date of such
    surrender and payment is a date upon which




    

    10








 






    the Preferred Stock (or other securities) 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
    Preferred Stock (or other securities) 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.



 



    Section 11.  Adjustment
    to Purchase Price, Number of Shares or Number of
    Rights.  The Purchase Price, the number
    and identity 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) In the event the Company shall at any time after the
    date of this Rights Agreement (i) declare a dividend on the
    Preferred Stock payable in shares of Preferred Stock,
    (ii) subdivide the outstanding Preferred Stock,
    (iii) combine the outstanding Preferred Stock into a
    smaller number of shares or (iv) issue any shares of its
    capital stock in a reclassification of the Preferred Stock
    (including any such reclassification in connection with a
    consolidation or merger in which the Company is the continuing
    or surviving corporation), except as otherwise provided in this
    Section 11, the Purchase Price in effect at the time of the
    record date for such dividend or the time of the effective date
    of such subdivision, combination or reclassification, and the
    number and kind of shares of capital stock, including Preferred
    Stock, issuable upon exercise of a Right, shall be
    proportionately adjusted so that the holder of any Right
    exercised after such time, upon payment of the aggregate
    consideration such holder would have had to pay to exercise such
    Right prior to such time, shall be entitled to receive the
    aggregate number and kind of shares of capital stock, including
    Preferred Stock, which, if such Right had been exercised
    immediately prior to such date and at a time when the Preferred
    Stock transfer books of the Company were open, such holder would
    have owned upon such exercise and been entitled to receive by
    virtue of such dividend, subdivision, combination or
    reclassification.



 



    (b) In the event any Person becomes an Acquiring Person
    (“Section 11(b) Event”), then proper provision
    shall be made so that each holder of a Right, subject to
    Section 7(e) and Section 24 hereof and except as
    provided below, shall after the later of the occurrence of such
    event and the effective date of an appropriate registration
    statement pursuant to Section 9 hereof, have a right to
    receive, upon exercise thereof at the then current Purchase
    Price, multiplied by the then number of one one-hundredths of a
    share of Preferred Stock for which a Right is then exercisable,
    in accordance with the terms of this Rights Agreement, in lieu
    of shares of Preferred Stock, such number of shares of Common
    Stock of the Company as shall equal the result obtained by
    (y) multiplying the then current Purchase Price by the then
    number of one one-hundredths of a share of Preferred Stock for
    which a Right is then exercisable and dividing that product by
    (z) 50% of the current market price per one share of Common
    Stock (determined pursuant to Section 11(f) hereof on the
    date of the occurrence of the Section 11(b) Event) (such
    number of shares being referred to as the “Number of
    Adjustment Shares”). The Company shall give the Rights
    Agent written notice of the identity of any Acquiring Person or
    any Affiliates or Associates thereof, or any transferee of any
    of the foregoing, and the Rights Agent may rely on such notice
    in carrying out its duties under this Agreement, and shall be
    deemed not to have any knowledge of the identity of any such
    Acquiring Person or any Affiliates or Associates thereof, or any
    transferee of any of the foregoing, unless and until it shall
    have received such notice.



 



    (c) In the event that there shall not be sufficient
    treasury shares or authorized but unissued shares of Common
    Stock to permit the exercise in full of the Rights in accordance
    with the foregoing Section 11(b), and the Rights become so
    exercisable, notwithstanding any other provision of this Rights
    Agreement, to the extent necessary and permitted by applicable
    law and any agreements in effect on the date hereof to which the
    Company is a party, each Right shall thereafter represent the
    right to receive, upon exercise thereof at the then current
    Purchase Price, multiplied by the then number of one
    one-hundredths of a share of Preferred Stock for which a Right
    is then exercisable, in accordance with the terms of this Rights
    Agreement, a number of shares, or units of shares, of
    (y) Common Stock, and (z) preferred stock (or other
    equity securities) of the Company, including, but not limited to
    Preferred Stock, equal in the aggregate to the Number of
    Adjustment Shares where the Board of Directors shall have in
    good faith deemed such shares or units, other than the shares of




    

    11








 






    Common Stock, to have at least the same value and voting rights
    as the Common Stock (a “common stock equivalent”);
    provided, however, if there are unavailable
    sufficient shares (or fractions of shares) of Common Stock
    and/or
    common stock equivalents, then the Company shall take all such
    action as may be necessary to authorize additional shares of
    Common Stock or common stock equivalents for issuance upon
    exercise of the Rights, including the calling of a meeting of
    shareholders; and provided, further, that if the
    Company is unable to cause sufficient shares of Common Stock
    and/or
    common stock equivalents to be available for issuance upon
    exercise in full of the Rights, then the Company, to the extent
    necessary and permitted by applicable law and any agreements or
    instruments in effect on the date thereof to which it is a
    party, shall make provision to pay an amount in cash equal to
    twice the Purchase Price (as adjusted pursuant to this
    Section 11), in lieu of issuing shares of Common Stock
    and/or
    common stock equivalents. To the extent that the Company
    determines that some action needs to be taken pursuant to this
    Section 11(c), the Board of Directors by action of at least
    a majority of its members then in office may suspend the
    exercisability of the Rights for a period of up to sixty
    (60) days following the date on which the
    Section 11(b) Event shall have occurred, in order to decide
    the appropriate form of distribution to be made pursuant to this
    Section 11(c) and to determine the value thereof. 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 (with prompt written notice thereof
    to the Rights Agent), as well as a public announcement and
    written notification to the Rights Agent at such time as the
    suspension is no longer in effect. The Board of Directors may,
    but shall not be required to, establish procedures to allocate
    the right to receive Common Stock and common stock equivalents
    upon exercise of the Rights among holders of Rights, which such
    allocation may be, but is not required to be, pro-rata.



 



    (d) If the Company shall fix a record date for the issuance
    of rights or warrants to all holders of Preferred Stock
    entitling them (for a period expiring within 90 calendar days
    after such record date) to subscribe for or purchase Preferred
    Stock (or securities having the same or more favorable rights,
    privileges and preferences as the Preferred Stock
    (“equivalent preferred stock”)) or securities
    convertible into Preferred Stock or equivalent preferred stock,
    at a price per share of Preferred Stock or per share of
    equivalent preferred stock or having a conversion or exercise
    price per share, as the case may be, less than the current
    market price (as determined pursuant to Section 11(f)
    hereof) per share of Preferred Stock 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 date by a fraction, the numerator of
    which shall be the number of shares of Preferred Stock
    outstanding on such record date plus the number of shares of
    Preferred Stock which the aggregate offering price of the total
    number of shares of Preferred Stock or equivalent preferred
    stock 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 Preferred Stock
    outstanding on such record date plus the number of additional
    shares of Preferred Stock
    and/or
    equivalent preferred 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 a majority of the Board
    of Directors, whose determination shall be described in a
    written statement filed with the Rights Agent and shall be
    conclusive for all purposes. Shares of Preferred 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
    had not been fixed.



 



    (e) If the Company shall fix a record date for the making
    of a distribution to all holders of Preferred Stock (including
    any such distribution made in connection with a consolidation or
    merger in which the Company is the continuing or surviving
    corporation) of evidences of indebtedness, cash (other than a
    regular periodic cash dividend out of earnings or retained
    earnings of the Company), assets (other than a dividend payable
    in Preferred Stock, but including any dividend payable in stock
    other than Preferred Stock) or convertible securities,
    subscription rights or warrants (excluding those referred to in
    Section 11(d) hereof), 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 for one share of Preferred Stock (as determined
    pursuant to Section 11(f) hereof) on such record date




    

    12








 






    less the fair market value (as determined in good faith by a
    majority of the Board of Directors, whose determination shall be
    described in a written statement filed with the Rights Agent and
    conclusive for all purposes) of the portion of the assets or
    evidences of indebtedness so to be distributed or of such
    convertible securities, subscription rights or warrants
    applicable to one share of Preferred Stock, and the denominator
    of which shall be such current market price for one share of
    Preferred Stock (as determined pursuant to Section 11(f)
    hereof). 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.



 



    (f) (i) For the purpose of any computation hereunder,
    the “current market price” of any security (a
    “Security”) for purposes of this
    Section 11(f)(i)) on any date shall be deemed to be the
    average of the daily closing prices per share of such Security
    for the 30 consecutive Trading Days (as hereinafter defined)
    immediately prior to but not including such date;
    provided, however, that in the event that the
    current market price per share of such Security is determined
    during a period following the announcement by the issuer of such
    Security of (A) a dividend or distribution on such Security
    payable in shares of such Security or securities convertible
    into shares of such Security or (B) any subdivision,
    combination or reclassification of such Security, and prior to
    the expiration of 30 Trading Days after but not including the
    ex-dividend date for such dividend or distribution or the record
    date for such subdivision, combination or reclassification,
    then, and in each such case, the “current market
    price” shall be appropriately adjusted to reflect the
    current market price per share equivalent of such Security. 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
    Security is 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
    or admitted to trading on the principal national securities
    exchange on which the Security is listed or admitted to trading
    or, if the Security is not listed or admitted to trading on any
    national securities exchange, the last sale price or, if such
    last sale price is not reported, the average of the high bid and
    low asked prices in the over-the-counter market, as reported by
    the NASDAQ Stock Market or such other system then in use, or, if
    on any such date the Security is 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
    Security selected by a majority of the Board of Directors. If on
    any such date no market maker is making a market in the
    Security, the fair value of such Security on such date as
    determined in good faith by a majority of the Board of Directors
    shall be used, which determination shall be described in a
    written statement filed with the Rights Agent and shall be
    conclusive for all purposes. The term “Trading Day”
    shall mean a day on which the principal national securities
    exchange on which the Security is listed or admitted to trading
    is open for the transaction of business, or if the Security is
    not listed or admitted to trading on any national securities
    exchange, a Business Day. If the Security is not publicly held
    or not so listed or traded, “current market price”
    shall mean the fair value as determined in good faith by a
    majority of the Board of Directors, whose determination shall be
    described in a statement filed with the Rights Agent and shall
    be conclusive for all purposes.



 



    (ii) For the purpose of any computation hereunder, the
    “current market price” per share (or one one-hundredth
    of a share) of Preferred Stock shall be determined in the same
    manner as set forth above for the Common Stock in
    clause (i) of this Section 11(f) (other than the last
    sentence thereof). If the current market price per share (or one
    one-hundredth of a share) of Preferred Stock cannot be
    determined in the manner provided above or if the Preferred
    Stock is not publicly held or listed or traded in a manner
    described in clause (i) of this Section 11(f), the
    “current market price” per share of Preferred Stock
    shall be conclusively deemed to be an amount equal to 100 (as
    such number may be appropriately adjusted for such events as
    stock splits, stock dividends and recapitalizations with respect
    to the Common Stock occurring after the date of this Rights
    Agreement) multiplied by the current market price per share of
    the Common Stock and the “current market price” per
    one one-hundredth of a share of Preferred Stock shall be equal
    to the current market price per share of the Common Stock (as
    appropriately adjusted). If neither the Common Stock nor the
    Preferred Stock is publicly held or so listed or traded,
    “current market price” per share shall mean the fair
    value per




    

    13








 






    share as determined in good faith by the Board of Directors,
    whose determination shall be described in a statement filed with
    the Rights Agent and shall be conclusive for all purposes.



 



    (g) Anything herein to the contrary notwithstanding, no
    adjustment in the Purchase Price shall be required unless such
    adjustment would require an increase or decrease of at least 1%
    in the Purchase Price; provided, however, that any adjustments
    which by reason of this Section 11(g) 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 one one-thousandth of a share, as the case may be.
    Notwithstanding the first sentence of this Section 11(g),
    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.



 



    (h) In the event that at any time, as a result of an
    adjustment made pursuant to Section 11(a) or
    (b) hereof, the holder of any Right shall be entitled to
    receive upon exercise of such Right any shares of capital stock
    of the Company other than shares of Preferred 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 of Preferred Stock
    contained in Section 11(a), (b), (c), (d), (e), (g), (i),
    (j), (k), (l), (m), (n) and (o), and the provisions of
    Sections 7, 9, 10 and 14 hereof with respect to the shares
    of Preferred Stock shall apply on like terms to any such other
    shares.



 



    (i) 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 one one-hundredths of a share of Preferred Stock
    or other capital stock of the Company purchasable from time to
    time hereunder upon exercise of the Rights, all subject to
    further adjustment of the Purchase Price.



 



    (j) Unless the Company shall have exercised its election as
    provided in Section 11(k) hereof, upon each adjustment of
    the Purchase Price as a result of the calculations made in
    Section 11(d) and (e) hereof, 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 one one-hundredths of a share of
    Preferred Stock (calculated to the nearest one one-thousandth of
    a share of Preferred Stock) obtained by (i) multiplying
    (A) the number of one one-hundredths of a share of
    Preferred Stock covered by a Right immediately prior to the
    adjustment by (B) 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.



 



    (k) 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
    Preferred 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 one one-hundredths
    of a share of Preferred Stock for which such 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 adjustment of the
    Purchase Price. The Company shall make a public announcement of
    its election to adjust the number of Rights (with prompt written
    notice thereof to the Rights Agent, along with a copy of such
    announcement), indicating the record date for the adjustment,
    and, if known at the time, the amount of 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(k), the
    Company shall, as promptly as practicable, cause to be
    distributed to holders of record of Right Certificates on such
    record date Right Certificates evidencing, subject to
    Section 14 hereof, 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




    

    14








 






    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.



 



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



 



    (m) 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 or other securities and below one
    one-hundredth of the then par value, if any, of the Preferred
    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
    Preferred Stock, Common Stock or other securities at such
    adjusted Purchase Price. If upon any exercise of the Rights, a
    holder is to receive a combination of Common Stock and common
    stock equivalents, a portion of the consideration paid upon such
    exercise, equal to at least the then par value of a share of
    Common Stock of the Company, shall be allocated as the payment
    for each share of Common Stock of the Company so received.



 



    (n) 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 (with
    prompt written notice of such election to the Rights Agent) to
    defer until the occurrence of such event the issuing to the
    holder of any Right exercised after such record date the shares
    of Preferred Stock and other capital stock or securities of the
    Company, if any, issuable upon such exercise over and above the
    shares of Preferred 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 upon the occurrence of the event requiring such
    adjustment.



 



    (o) 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 in their good faith judgment a majority of
    the Board of Directors shall determine to be advisable in order
    that any (i) consolidation or subdivision of the Preferred
    Stock, (ii) issuance wholly for cash of any Preferred Stock
    at less than the then current market price, (iii) issuance
    wholly for cash of Preferred Stock or securities which by their
    terms are convertible into or exchangeable for Preferred 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 the holders of
    its Preferred Stock, shall not be taxable to such shareholders.



 



    (p) Anything in this Rights Agreement to the contrary
    notwithstanding, in the event that at any time after the date of
    this Rights Agreement and prior to the Distribution Date, the
    Company shall (i) declare or pay any dividend on the Common
    Stock payable in shares of Common Stock or (ii) effect a
    subdivision, combination or consolidation of the Common Stock
    (by reclassification or otherwise than by payment of dividends
    in shares of Common Stock) into a greater or lesser number of
    shares of Common Stock, then in any such case (other than the
    Recapitalization), (A) the number of one one-hundredths of
    a share of Preferred Stock purchasable after such event upon
    proper exercise of each Right shall be determined by multiplying
    the number of one one-hundredths of a share of Preferred Stock
    so purchasable immediately prior to such event by a fraction,
    the numerator of which is the number of shares of Common Stock
    outstanding immediately before such event and the denominator of
    which is the number of shares of Common Stock outstanding
    immediately after such event, and (B) each share of Common
    Stock outstanding immediately after such event shall have issued
    with respect to it that number of Rights which each share of
    Common Stock outstanding immediately prior to such event had
    issued with respect to it. The adjustments provided for in this
    Section 11(p) shall be made successively whenever such a
    dividend is declared or paid or such a subdivision, combination
    or consolidation is effected; provided, however, that no such
    adjustment shall be made in




    

    15








 






    connection with the Recapitalization or the amendment and
    restatement of this Rights Agreement in connection therewith.



 



    Section 12.  Certificate
    of Adjusted Purchase Price or Number of
    Shares.  Whenever an adjustment is made or
    any event affecting the Rights or their exercisability
    (including without limitation an event which causes any Rights
    to become null and void) occurs, as provided in Section 11
    hereof, the Company shall (a) promptly prepare a
    certificate setting forth such adjustment, and a brief statement
    of the facts and computations accounting for such adjustment or
    describing such event, (b) promptly file with the Rights
    Agent and with each transfer agent for the Preferred Stock and
    the Common Stock a copy of such certificate and (c) include
    a brief summary thereof in a mailing to each holder of a Right
    Certificate in accordance with Section 26 hereof, or prior
    to the Distribution Date, disclose a brief summary in a filing
    under the Exchange Act. The Rights Agent shall be fully
    protected in relying on any such certificate and on any
    adjustment or statement therein contained and shall have no duty
    with respect to, and shall not be deemed to have knowledge of
    such adjustment or event unless and until it shall have received
    such certificate. The Rights Agent shall not be accountable with
    respect to, and shall incur no liability as a result of, the
    validity or value (or the kind or amount) of any Rights, Common
    Stock, Preferred Stock or of any securities or property which
    may at any time be issued or delivered upon the exercise of any
    Right or upon any adjustment pursuant to Section 11 hereof,
    and it makes no representation with respect thereto.



 




Section 13.  [Reserved].



 



    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, the
    Company shall pay or cause to 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 Trading 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
    or admitted to trading 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 sale price or, if such
    last sale price is not reported, the average of the high bid and
    low asked prices in the
    over-the-counter
    market, as reported by the NASDAQ Stock Market 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 a majority of the
    Board of Directors. 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 a majority of the Board
    of Directors shall be used, which determination shall be
    described in a statement filed with the Rights Agent and
    conclusive for all purposes.



 



    (b) The Company shall not be required to issue fractions of
    shares of Preferred Stock (other than fractions which are
    integral multiples of one one-hundredth of a share of Preferred
    Stock) upon exercise of the Rights or to distribute certificates
    which evidence fractional shares of Preferred Stock (other than
    fractions which are integral multiples of one one-hundredth of a
    share of Preferred Stock). Fractions of shares of Preferred
    Stock in integral multiples of one one-hundredth of a share of
    Preferred Stock may, at the election of the Company, be
    evidenced by depositary receipts, pursuant to an appropriate
    agreement between the Company and a depositary selected by it,
    provided that such agreement shall provide that the holders of
    such depositary receipts shall have all the rights, privileges
    and preferences to which they are entitled as beneficial owners
    of the shares of Preferred Stock represented by such depositary
    receipts. In lieu of fractional shares of Preferred Stock that
    are not integral multiples of one one-hundredth of a share of
    Preferred Stock, the




    

    16








 






    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 one one-hundredths of a share of
    Preferred Stock. For purposes of this Section 14(b), the
    current market value of one one-hundredth of a share of
    Preferred Stock shall be one one-hundredth of the closing price
    of a share of Preferred Stock (as determined pursuant to
    Section 11(f)(ii) hereof) for the Trading Day immediately
    prior to the date of such exercise; provided however, that if
    the closing price of the shares of the Preferred Stock cannot be
    so determined, the closing price of one share of the Preferred
    Stock for such Trading Day shall be conclusively deemed to be an
    amount equal to the closing price of one share of Common Stock
    for such Trading Day multiplied by one hundred (as such number
    may be appropriately adjusted by the Board of Directors, in its
    judgment, to reflect events such as stock splits, stock
    dividends, recapitalizations (other than the Recapitalization),
    or similar transactions relating to the Common Stock shares
    occurring after the date of this Agreement).



 



    (c) Following the occurrence of one of the transactions or
    events specified in Section 11 hereof giving rise to the
    right to receive common stock equivalents (other than Preferred
    Stock) or other securities upon the exercise of a Right, the
    Company shall not be required to issue fractions of shares or
    units of such common stock equivalents or other securities upon
    exercise of the Rights or to distribute certificates which
    evidence fractional shares of such common stock equivalents or
    other securities. In lieu of fractional shares or units of such
    common stock equivalents or other securities, the Company may
    pay to the registered holders of Right Certificates at the time
    such Rights are exercised as herein provided an amount in cash
    equal to the same fraction of the current market value of a
    share or unit of such common stock equivalent or other
    securities. For purposes of this Section 14(c), the current
    market value shall be determined in the manner set forth in
    Section 11(f) hereof for the Trading Day immediately prior
    to the date of such exercise or exchange.



 



    (d) Except as otherwise expressly provided in this
    Section 14, the holder of a Right by the acceptance of the
    Right expressly waives such holder’s right to receive any
    fractional Rights or any fractional share upon exercise of
    Rights.



 



    (e) Whenever a payment for fractional Rights or fractional
    shares is to be made by the Rights Agent upon exercise of a
    Right, the Company shall (i) promptly prepare and deliver
    to the Rights Agent, a certificate setting forth in reasonable
    detail the facts related to such payments and the prices
    and/or
    formulas utilized in calculating such payments, and
    (ii) provide sufficient monies to the Rights Agent in the
    form of fully collected funds to make such payments. The Rights
    Agent shall be fully protected in relying upon such a
    certificate and shall have no duty with respect to, and shall
    not be deemed to have knowledge of any payment for fractional
    Rights or fractional shares under any Section of this Agreement
    relating to the payment of fractional Rights or fractional
    shares unless and until the Rights Agent shall have received
    such a certificate and sufficient monies.



 



    Section 15.  Rights
    of Action.  All rights of action in
    respect of this Rights Agreement, except for rights of action
    given to the Rights Agent under Section 18 or
    Section 20 hereof, are vested in the respective registered
    holders of the Right Certificates (and, prior to the
    Distribution Date, the registered holders of 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 such holder’s own behalf and for such holder’s own
    benefit, enforce, and may institute and maintain any suit,
    action or proceeding against the Company to enforce, or
    otherwise act in respect of, such holder’s right to
    exercise the Rights evidenced by such Right Certificate in the
    manner provided in such Right Certificate and in this Rights
    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
    transferable only in connection with the transfer of 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 shareholder services office of the Rights
    Agent or such office




    

    17








 






    designated for such purpose, duly endorsed or accompanied by a
    proper instrument of transfer and with the appropriate forms and
    certificates properly completed and fully executed; and



 



    (c) Subject to Section 6 and Section 7(f), 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 Certificate 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.



 



    (d) Notwithstanding anything in this Rights 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 Rights Agreement by reason of any preliminary or permanent
    injunction or other order, judgment, decree or ruling (whether
    interlocutory or final) issued by a court of competent
    jurisdiction or by a governmental, self-regulatory, 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.



 



    Section 17.  Right
    Certificate Holder Not Deemed a
    Shareholder.  No holder, as such, of any
    Right Certificate shall be entitled to vote, receive dividends
    or be deemed for any purpose the holder of Preferred Stock,
    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 hereof), 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.



 



    (a) 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, counsel fees and other disbursements
    incurred in the preparation, negotiation, delivery,
    administration, execution and amendment of this Rights 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, damage, judgment,
    fine, penalty, claim, demand, settlement, cost or expense
    (including, without limitation, the reasonable fees and expenses
    of one legal counsel), incurred without gross negligence, bad
    faith or willful misconduct on the part of the Rights Agent (as
    finally determined by a court of competent jurisdiction), for
    any action taken, suffered or omitted by the Rights Agent in
    connection with the acceptance, administration, exercise and
    performance of its duties under this Rights Agreement, including
    the costs and expenses of defending against and appealing any
    claim of liability arising therefrom, directly or indirectly
    (except upon such a final determination of gross negligence, bad
    faith or willful misconduct). The costs and expenses incurred by
    the Rights Agent in enforcing this right of indemnification
    shall be paid by the Company (subject to reimbursement in
    connection with a final determination of the Rights Agent’s
    gross negligence, bad faith or willful misconduct). The
    provisions of this Section 18 and Section 20 shall
    survive the termination of this Rights Agreement, the exercise,
    redemption or expiration of the Rights and the resignation,
    removal or replacement of the Rights Agent.



 



    (b) The Rights Agent shall be authorized and protected and
    shall incur no liability for or in respect of any action taken,
    suffered or omitted by it in connection with its acceptance and
    administration of this Rights Agreement and the exercise and
    performance of its duties hereunder, in reliance upon any Right
    Certificate or certificate for Preferred Stock, 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




    

    18








 






    necessary, verified or acknowledged, by the proper Person or
    Persons, or otherwise upon the advice of counsel as set forth in
    Section 20 hereof. 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 herewith, unless and until it has received
    such notice in writing.



 



    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 shareholder services
    business of the Rights Agent or any successor Rights Agent,
    shall be the successor to the Rights Agent under this Rights
    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
    hereof. In case at the time such successor Rights Agent shall
    succeed to the agency created by this Rights 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 Rights Agent and deliver
    such Right Certificates 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 Rights 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 Rights Agreement.



 



    Section 20.  Duties
    of Rights Agent.  The Rights Agent
    undertakes to perform only the duties and obligations expressly
    imposed by this Rights Agreement (and no implied duties or
    obligations) 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 legal counsel (who
    may be legal counsel for the Company or an employee of the
    Rights Agent), and the advice or opinion of such counsel, in the
    absence of bad faith, shall be full and complete authorization
    and protection to the Rights Agent and the Rights Agent shall
    incur no liability for or in respect of any action taken,
    suffered or omitted by it in the absence of gross negligence,
    bad faith or willful misconduct and in accordance with such
    advice or opinion.



 



    (b) Whenever in the performance of its duties under this
    Rights Agreement the Rights Agent shall deem it necessary or
    desirable that any fact or matter (including, without
    limitation, the identity of any Acquiring Person and the
    determination of current market price) be proved or established
    by the Company prior to taking, suffering or omitting to take
    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 the Chairman of the Board, Chief Executive
    Officer, President, Chief Financial Officer or any Executive
    Vice President and by the Treasurer or any Assistant Treasurer
    or the Secretary or any Assistant Secretary of the Company and
    delivered to the Rights Agent; and such certificate shall be
    full and complete authorization and protection to the Rights
    Agent, and the Rights Agent shall incur no liability for or in
    respect of, any action taken, omitted or suffered by it in the
    absence of gross negligence, bad faith or willful misconduct
    under the provisions of this Rights Agreement in reliance upon
    such certificate.



 



    (c) The Rights Agent shall be liable hereunder only for its
    own gross negligence, bad faith or willful misconduct (as
    finally determined by a court of competent jurisdiction).
    Anything to the contrary




    

    19








 






    notwithstanding, in no event shall the Rights Agent be liable
    for special, punitive, indirect, consequential or incidental
    loss or damage of any kind whatsoever (including, but not
    limited to, lost profits), even if the Rights Agent has been
    advised of the likelihood of such loss or damage. Any and all
    liability of the Rights Agent under this Rights Agreement will
    be limited to the amount of fees paid by the Company to the
    Rights Agent pursuant to this Rights Agreement.



 



    (d) The Rights Agent shall not be liable for or by reason
    of any of the statements of fact or recitals contained in this
    Rights 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 liable for or be under
    any responsibility in respect of the validity of this Rights
    Agreement or the execution and delivery hereof (except the due
    execution and delivery hereof by the Rights Agent) or in respect
    of the validity or execution of any Right Certificate (except
    its countersignature and delivery thereof); nor shall it be
    responsible for any breach by the Company of any covenant or
    condition contained in this Rights Agreement or in any Right
    Certificate; nor shall it be responsible for any change in the
    exercisability of the Rights (including the Rights becoming null
    and void hereunder) or for any adjustment required under the
    provisions of Section 11 or Section 24 hereof 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 receipt
    by the Rights Agent of a certificate furnished pursuant to
    Section 12 of this Rights Agreement describing any such
    adjustment or change, upon which the Rights Agent may rely); 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 Preferred Stock or other securities
    to be issued pursuant to this Rights Agreement or any Right
    Certificate or as to whether any shares of Preferred Stock or
    other securities 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 Rights Agreement.



 



    (g) The Rights Agent is hereby authorized and directed to
    accept instructions with respect to the performance of its
    duties hereunder from the Chairman of the Board, Chief Executive
    Officer, President, Chief Financial Officer, any Executive Vice
    President, the Secretary, any Assistant Secretary, the Treasurer
    or any Assistant Treasurer of the Company, and to apply to such
    officers for advice or instructions in connection with its
    duties and such instructions shall be full authorization and
    protection to the Rights Agent, and the Rights Agent shall not
    be liable for any action taken, suffered or omitted to be taken
    by it in the absence of gross negligence, bad faith or willful
    misconduct in accordance with instructions of any such officer
    or for any delay in acting while waiting for those instructions.
    The Rights Agent shall be fully authorized and protected in
    relying upon the most recent instructions received from any such
    officer.



 



    (h) The Rights Agent and any stockholder, member, manager,
    director, affiliate, officer, employee, agent or representative
    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 money to the Company or
    otherwise act as fully and freely as though it were not the
    Rights Agent under this Rights Agreement. Nothing herein shall
    preclude the Rights Agent or any stockholder, member, manager,
    director, affiliate, officer, employee, agent or representative
    from acting in any other capacity for the Company or for any
    other Person.



 



    (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 (through its directors, officers or
    employees) or by or through its attorneys or agents, and the
    Rights Agent shall not be answerable or accountable for any act,
    omission, default, neglect or misconduct of any such attorneys
    or agents or for any loss to the Company or any other Person
    resulting from any such act, default, neglect or misconduct,
    provided that reasonable care




    

    20









 






    was exercised in the selection and continued employment thereof
    (as finally determined by a court of competent jurisdiction).



 



    (j) No provision of this Rights 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 it believes that
    repayment of such funds or adequate indemnification against such
    risk or liability is not assured to it.



 



    (k) If, with respect to any Rights 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 clause 1,
    clause 2 and/or, in the case of the certificate attached to
    the form of election to purchase, clause 3 thereof, the
    Rights Agent shall not take any further action with respect to
    such requested exercise of transfer without first consulting
    with the Company.



 



    (l) At any time and from time to time after the
    Distribution Date, upon the request of the Company, the Rights
    Agent shall deliver to the Company a list, as of the most recent
    practicable date (or as of such earlier date as may be specified
    by the Company), of the holders of record of the Rights.



 







 



    Section 21.  Change
    of Rights Agent.  The Rights Agent or any
    successor Rights Agent may resign and be discharged from its
    duties under this Rights Agreement upon 30 days’
    notice in writing mailed to the Company and to each transfer
    agent of the Common Stock and Preferred Stock known to the
    Rights Agent 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 and Preferred Stock by
    registered or certified mail, and to the holders of the Right
    Certificates by first-class mail or, prior to the Distribution
    Date, through any filing made by the Company pursuant to the
    Exchange Act. If the Rights Agent shall resign or be removed or
    replaced, 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 such removal or replacement 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 (which holder shall, with such notice,
    submit such holder’s 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 (a) a Person organized and doing business under
    the laws of the United States or of any state, in good standing
    or (b) an affiliate of a Person described in
    clause (a) of this sentence. After appointment, the
    successor Rights Agent shall be vested with the same powers,
    rights, duties, responsibilities and obligations 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 Preferred Stock, and mail a notice thereof in writing
    to the registered holders of the Right Certificates or, prior to
    the Distribution Date, through any filing made by the Company
    pursuant to the Exchange Act. Failure to give any notice
    provided for 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.



 



    Section 22.  Issuance
    of New Right Certificates.



 



    (a) Notwithstanding any of the provisions of this Rights
    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 a majority of the Board of
    Directors then in office to reflect any adjustment or change in
    the Purchase Price and the number or kind or class of shares of
    stock or other securities or property purchasable under the
    Right Certificates made in accordance with the provisions of
    this Rights Agreement.




    

    21








 






    (b) In addition, in connection with the issuance or sale of
    Common Stock following the Distribution Date and prior to the
    redemption, exchange or expiration of the Rights, the Company
    (i) shall with respect to shares of Common Stock so issued
    or sold pursuant to the exercise of stock options or under any
    employee benefit plan or arrangement, or upon the exercise,
    conversion or exchange of securities hereinafter issued by the
    Company, and (ii) may, in any other case, if deemed
    necessary or appropriate by the Board of Directors, issue Right
    Certificates representing the appropriate number of Rights in
    connection with such issuance or sale; provided, however, that
    (A) no such Right Certificates shall be issued if, and to
    the extent that, the Company shall be advised by counsel that
    such issuance would create a significant risk of material
    adverse tax consequences to the Company or the Person to whom
    such Right Certificates would be issued, and (B) no Right
    Certificate shall be issued if, and to the extent that,
    appropriate adjustment shall otherwise have been made in lieu of
    the issuance thereof.



 



    Section 23.  Redemption
    and Termination.



 



    (a) A majority of the Board of Directors then in office
    may, at its option, at any time prior to the earlier of
    (i) the Close of Business on the tenth Business Day
    following the Stock Acquisition Date or (ii) the Close of
    Business on the Final Expiration Date, elect to redeem all but
    not less than all of the then outstanding Rights at a redemption
    price of $0.001 per Right, as appropriately adjusted to reflect
    any stock split, stock dividend or similar transaction occurring
    after the date hereof (such redemption price being hereinafter
    referred to as the “Redemption Price”).
    Notwithstanding anything contained in this Rights Agreement to
    the contrary, the Rights shall not be exercisable after the
    first occurrence of a Section 11(b) Event until such time
    as the Company’s right of redemption hereunder has expired.
    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 a majority of the Board
    of Directors then in office electing to redeem the Rights,
    evidence of which shall be promptly filed with the Rights Agent,
    or, when appropriate, immediately upon the time or satisfaction
    of such conditions as the Board of Directors may have
    established, 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. The Company shall promptly
    give public disclosure of any such redemption (with prompt
    written notice thereof to the Rights Agent); provided, however,
    that the failure to give, or any defect in, any such disclosure
    shall not affect the legality or validity of such redemption.
    Within ten 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 Rights Agent and 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.
    Amounts payable shall be rounded down to the nearest one cent.



 



    (c) 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 or in Section 24 hereof and other
    than in connection with the purchase of Common Stock prior to
    the Distribution Date.



 



    (d) Notwithstanding any of the provisions of this Rights
    Agreement to the contrary, in the event that the
    Recapitalization and Distribution Agreement is terminated
    pursuant to its terms at any time prior to the Acceptance Time
    with respect to the Split-Off, this Rights Agreement shall
    automatically terminate and have no further force or effect, and
    any outstanding Rights shall expire and the right to exercise
    them or to have them redeemed shall immediately terminate.



 




Section 24.  Exchange.



 



    (a) The Board of Directors 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




    

    22








 






    become null and void pursuant to the provisions of
    Section 7(e) hereof) for Common Stock at an exchange ratio
    of one share of Common Stock per Right, appropriately adjusted
    to reflect adjustments in the number of Rights pursuant to
    Section 11 of this Rights Agreement (such exchange ratio
    being hereinafter referred to as 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 Subsidiary of
    the Company, any employee benefit plan or compensation
    arrangement of the Company or any such Subsidiary, or any entity
    holding securities of the Company to the extent organized,
    appointed or established by the Company or any such Subsidiary
    for or pursuant to the terms of any such employee benefit plan
    or compensation arrangement, or any Grandfathered Person),
    together with all Affiliates and Associates of such Person,
    becomes the Beneficial Owner of 50% or more of the Voting Power
    of the Company.



 



    (b) Immediately upon the action of the Board of Directors
    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
    equal to the number of such Rights held by such holder
    multiplied by the Exchange Ratio. The Company promptly shall
    give public notice of any such exchange (with prompt written
    notice thereof to the Rights Agent); 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
    or cause to be mailed 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 Common Stock 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) hereof)
    held by each holder of Rights.



 



    (c) In any exchange pursuant to this Section 24, the
    Company, at its option, may substitute Preferred Stock (or
    equivalent preferred stock, as such term is defined in
    Section 11(d) hereof) for Common Stock exchangeable for
    Rights, at the initial rate of one one-hundredth of a share of
    Preferred Stock (or equivalent preferred stock) for each share
    of Common Stock, as appropriately adjusted to reflect
    adjustments in the voting rights of the Preferred Stock pursuant
    to the terms thereof, so that the fraction of a share of
    Preferred Stock delivered in lieu of each share of Common Stock
    shall have the same voting rights as one share of Common Stock.



 



    (d) In the event that there shall not be sufficient shares
    of Common Stock or Preferred Stock (or equivalent preferred
    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 shares of Common Stock
    or Preferred Stock (or equivalent preferred stock) for issuance
    upon exchange of the Rights.



 



    (e) The Company shall not be required to issue fractions 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 (e), the current market value of a whole share of
    Common Stock shall be the current market price of a share of
    Common Stock (as determined pursuant to the second sentence of
    Section 11(f)(i) hereof) for the Trading Day immediately
    prior to the date of exchange pursuant to this Section 24.



 



    Section 25.  Notice
    of Proposed Actions.



 



    (a) In case the Company shall propose at any time after the
    Distribution Date (i) to pay any dividend payable in stock
    of any class to the holders of the Preferred Stock or to make
    any other distribution to the holders of the Preferred Stock
    (other than a regular periodic cash dividend out of earnings or
    retained earnings of the Company), (ii) to offer to the
    holders of the Preferred Stock rights or warrants to subscribe
    for or to purchase any additional shares of Preferred Stock or
    shares of stock of any other class or any other securities,




    

    23








 






    rights or options, (iii) to effect any reclassification of
    the Preferred Stock (other than a reclassification involving
    only the subdivision of outstanding shares of Preferred Stock),
    (iv) to effect any consolidation or merger into or with, or
    to effect any sale or other transfer (or to permit one or more
    of its Subsidiaries to effect any sales or other transfer), in
    one or more transactions, of 50% or more of the assets or
    earning power of the Company and its Subsidiaries (taken as a
    whole) to, any other Person, (v) to effect the liquidation,
    dissolution or winding up of the Company, or (vi) to
    declare or pay any dividend on the Common Stock payable in
    Common Stock or to effect a subdivision, combination or
    consolidation of the Common Stock (by reclassification or
    otherwise than by payment of dividends in Common Stock), then,
    in each such case, the Company shall give to each holder of a
    Right Certificate a notice of such proposed action (with prompt
    written notice thereof to the Rights Agent), 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, sale, transfer,
    liquidation, dissolution, or winding up is to take place and the
    date of participation therein by the holders of the Common Stock
    and/or
    Preferred Stock, if any such date is to be fixed. Such notice
    shall be so given in the case of any action covered by
    clauses (i) or (ii) above at least ten days prior to
    the record date for determining holders of the Preferred Stock
    for purposes of such action, and in the case of any such other
    action, at least ten days prior to the date of the taking of
    such proposed action or the date of participation therein by the
    holders of Preferred Stock, whichever shall be the earlier. The
    failure to give notice required by this Section 25 or any
    defect therein shall not affect the legality or validity of the
    action taken by the Company or the vote upon any such action.



 



    (b) In case a Section 11(b) Event shall occur, then
    the Company shall as soon as practicable thereafter give to each
    holder of a Right Certificate, in accordance with
    Section 26 hereof, a notice of the occurrence of such event
    (with prompt notice thereof to the Rights Agent), which shall
    specify the event and the consequences of the event to holders
    of Rights under Section 11(b) hereof.



 



    (c) Failure to give notice required by this Section 25
    or any defect therein shall not affect the legality or validity
    of the action taken by the Company or the vote on any such
    action.



 




Section 26.  Notices.  Notices
    or demands authorized by this Rights 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) as follows:



 



    Reinsurance Group of America, Incorporated






    1370 Timberlake Manor Parkway






    Chesterfield, Missouri 63017






    Attention: Chief Financial Officer



 



    Subject to the provisions of Section 21 hereof, any notice
    or demand authorized by this Rights 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) as follows:



 



    Mellon Investor Services LLC






    1 Memorial Drive, Suite 900






    St. Louis, Missouri 63102






    Attention: Relationship Manager



 



    with a copy to:



 



    Mellon Investor Services LLC






    480 Washington Boulevard






    Jersey City, NJ 07310






    Attention: General Counsel






    Facsimile:
    (201) 680-4610




    

    24








 





 



    Notices or demands authorized by this Rights 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.  Subject to the last
    sentence of this Section 27, the Company may from time to
    time supplement or amend this Rights Agreement without the
    approval of any holders of Right Certificates in order
    (a) to cure any ambiguity, (b) to correct or
    supplement any provision contained herein which may be defective
    or inconsistent with any other provisions herein, (c) to
    shorten or lengthen any time period hereunder (including without
    limitation to extend the Final Expiration Date), (d) to
    increase or decrease the Purchase Price, or (e) to change
    or supplement the provisions hereunder in any manner which the
    Company may deem necessary or desirable including but without
    limitation in connection with the Recapitalization;
    provided, however, that from and after such time
    as any Person becomes an Acquiring Person, this Rights Agreement
    shall not be amended in any manner which would adversely affect
    the interests of the holders of Rights; provided further that
    this Rights Agreement may not be supplemented or amended to
    lengthen pursuant to clause (c) of this sentence,
    (A) the time period relating to the when the Rights may be
    redeemed at such time as the Rights are not then redeemable, or
    (B) any other 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 the Rights; provided further
    that the Company shall have the right to make unilaterally any
    changes necessary to facilitate the appointment of a successor
    Rights Agent, which such changes shall be set forth in a writing
    by the Company or by the Company and such successor Rights
    Agent. Upon the delivery of a certificate from an appropriate
    officer of the Company which states that the proposed supplement
    or amendment (including, without limitation, in connection with
    the Recapitalization) is in compliance with the terms of this
    Section 27, the Rights Agent shall execute such supplement
    or amendment. Notwithstanding anything herein to the contrary,
    any supplement or amendment (other than, in connection with the
    Recapitalization, such amendments or supplements related to the
    issuance or dividending of additional series of Company stock
    and related rights governed by similar terms and conditions as
    the Rights) that adversely affects the Rights Agent’s own
    duties, obligations or immunities under this Rights Agreement
    shall require the prior written consent of the Rights Agent,
    which shall not be unreasonably withheld.



 



    Section 28.  Successors.  All
    the covenants and provisions of this Rights 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.  Benefits
    of This Rights Agreement.  Nothing in this
    Rights Agreement shall be construed to give to any Person 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 Rights Agreement; but this Rights 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 Common Stock).



 



    Section 30.  Determinations
    and Actions by the Board, etc.  The Board
    of Directors of the Company shall have the exclusive power and
    authority to administer this Agreement and to exercise all
    rights and powers specifically granted to the Board or to the
    Company, or as may be necessary or advisable in the
    administration of this Agreement, including, without limitation,
    the right and power to (i) interpret the provisions of this
    Agreement and (ii) make all determinations deemed necessary
    or advisable for the administration of this Agreement. All such
    actions, interpretations, calculations and determinations
    (including, for purposes of clause (y) below, all omissions
    with respect to the foregoing) done or made by the Board shall
    (x) be final, conclusive and binding on the Company, the
    Rights Agent, the holders of the Rights and all other parties,
    and (y) not subject the Board of Directors of the Company
    to any liability to the holders of the Rights. The Rights Agent
    shall be entitled to assume that the Board of Directors of the
    Company acted in good faith and shall be fully protected and
    incur no liability in reliance thereon.




    

    25








 






    Section 31.  Severability.  If
    any term, provision, covenant or restriction of this Rights
    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 Rights
    Agreement shall remain in full force and effect and shall in no
    way be affected, impaired or invalidated. It is the intent of
    the parties hereto to enforce the remainder of the terms,
    provisions, covenants and restrictions of this Rights Agreement
    to the maximum extent permitted by law; provided, however, that
    if such excluded provision shall affect the rights, immunities,
    duties or obligations of the Rights Agent, the Rights Agent
    shall be entitled to resign upon not less than 5 Business
    Days’ notice.



 



    Section 32.  Governing
    Law.  This Rights Agreement and each Right
    Certificate issued hereunder shall be deemed to be a contract
    made under the laws of the State of Missouri 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; provided, however, that
    all provisions regarding the rights, duties and obligations of
    the Rights Agent shall be governed by and construed in
    accordance with the laws of the State of New York applicable to
    contracts made and to be performed entirely within such State.



 



    Section 33.  Counterparts.  This
    Rights 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 Rights Agreement are inserted for
    convenience only and shall not control or affect the meaning or
    construction of any of the provisions hereof.




    

    26








 






    IN WITNESS WHEREOF, the parties hereto have caused this Rights
    Agreement to be duly executed, all as of the day and year first
    above written.



 


	 	 	 
	
    Attest:
	
 
	
    REINSURANCE GROUP OF AMERICA,

    INCORPORATED

	
 
	
 
	
 

	
    By   /s/  William L. Hutton

    Name:   William L. Hutton

    Title:     Vice President and

              Assistant General Counsel
	
 
	
    By  /s/  Jack B. Lay

    Name:  Jack B. Lay

    Title:    Senior Executive Vice President

             and Chief Financial Officer

	
 
	
 
	
 

	
 
	
 
	
    MELLON INVESTOR SERVICES LLC, as

    Rights Agent

	
 
	
 
	
 

	
 
	
 
	
    By   /s/  Jane A. Marten

    Name:   Jane A. Marten

    Title:    Asst. Vice President










    

    27








 







    Exhibit A-1



 




    FORM OF

    CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
    SERIES A-1

    JUNIOR PARTICIPATING PREFERRED STOCK

    

    OF

    

    REINSURANCE GROUP OF AMERICA, INCORPORATED

    

    Pursuant to Section 351.180 of



 



    The General and Business Corporation Law of Missouri



 



    We,          ,
    [NAME OF OFFICE],
    and          ,
    [NAME OF OFFICE], of Reinsurance Group of America, Incorporated,
    a corporation organized and existing under The General and
    Business Corporation Law of the State of Missouri, in accordance
    with the provisions of Section 351.180 thereof, DO HEREBY
    CERTIFY:



 



    That pursuant to the authority conferred upon the Board of
    Directors by the Restated Articles of Incorporation, as amended,
    of the Company, the said Board of Directors on June 1,
    2008, adopted the following resolution creating a series of One
    Million Four Hundred Thousand (1,400,000) shares of Preferred
    Stock designated as
    Series A-1
    Junior Participating Preferred Stock, par value $0.01 per share:



 



    RESOLVED, that pursuant to the authority vested in the Board of
    Directors of the Company in accordance with the provisions of
    its Restated Articles of Incorporation, as amended, a series of
    Preferred Stock of the Company be and it hereby is created, and
    that the designation and amount thereof and the powers,
    preferences and relative, participating, optional and other
    special rights of the shares of such series, and the
    qualifications, limitations or restrictions thereof are as
    follows:



 



    Section 1.  Designation
    and Amount.



 



    There shall be a series of the Preferred Stock which shall be
    designated as the
    “Series A-1
    Junior Participating Preferred Stock,” par value $0.01 per
    share, and the number of shares constituting such series shall
    be 1,400,000. Such number of shares may be increased or
    decreased by resolution of the Board of Directors; provided,
    that no decrease shall reduce the number of shares of
    Series A-1
    Junior Participating Preferred Stock to a number less than that
    of the shares then outstanding plus the number of shares
    issuable upon exercise of outstanding rights, options or
    warrants or upon conversion of outstanding securities issued by
    the Company.



 



    Section 2.  Dividends
    and Distributions.



 



    (A) Subject to the rights of the holders of any shares of
    any series of preferred stock of the Company ranking prior and
    superior to the
    Series A-1
    Junior Participating Preferred Stock with respect to dividends,
    the holders of shares of
    Series A-1
    Junior Participating Preferred Stock, in preference to the
    holders of shares of Common Stock, par value $0.01 per share of
    the Company (the “Common Stock”), and of any other
    junior stock, shall be entitled to receive, when, as and if
    declared by the Board of Directors out of funds legally
    available for the purpose, quarterly dividends payable in cash
    on any regular quarterly dividend payment date as shall be
    established by the Board of Directors (each such date being
    referred to herein as a “Quarterly Dividend Payment
    Date”), commencing on the first Quarterly Dividend Payment
    Date after the first issuance of a share or fraction of a share
    of
    Series A-1
    Junior Participating Preferred Stock, in an amount per share
    (rounded to the nearest cent) equal to the greater of
    (a) $1.00 or (b) subject to the provision for
    adjustment hereinafter set forth, 100 times the aggregate per
    share amount of all cash dividends, and 100 times the aggregate
    per share amount (payable in kind) of all non-cash dividends or
    other distributions, other than a dividend payable in shares of
    Common Stock or a subdivision of the outstanding shares of
    Common Stock (by reclassification or otherwise), declared on the
    Common Stock since the immediately preceding Quarterly Dividend
    Payment Date or, with respect to the first Quarterly Dividend
    Payment Date, since the first issuance of any share or fraction
    of a share of
    Series A-1
    Junior Participating Preferred Stock. In the event the













 






    Company shall at any time after June 1, 2008 (the
    “Rights Declaration Date”) declare or pay any dividend
    on the Common Stock payable in shares of Common Stock, or effect
    a subdivision or combination or consolidation of the outstanding
    shares of Common Stock (by reclassification or otherwise than by
    payment of a dividend in shares of Common Stock) into a greater
    or lesser number of shares of Common Stock, then in each such
    case the amount to which holders of shares of
    Series A-1
    Junior Participating Preferred Stock were entitled immediately
    prior to such event under clause (b) of the preceding
    sentence shall be adjusted by multiplying such amount by a
    fraction, the numerator of which is the number of shares of
    Common Stock outstanding immediately after such event and the
    denominator of which is the number of shares of Common Stock
    that were outstanding immediately prior to such event; provided,
    however, that no such adjustment shall be effected as a result
    of a Recapitalization in accordance with the terms of that
    Recapitalization and Distribution Agreement, dated as of
    June 2, 2008, between the Company and MetLife, Inc.
    (“Recapitalization”).



 



    (B) The Company shall declare a dividend or distribution on
    the
    Series A-1
    Junior Participating Preferred Stock as provided in paragraph
    (A) of this Section immediately after it declares a
    dividend or distribution on the Common Stock (other than a
    dividend payable in shares of Common Stock); provided that, in
    the event no dividend or distribution shall have been declared
    on the Common Stock during the period between any Quarterly
    Dividend Payment Date and the next subsequent Quarterly Dividend
    Payment Date, a dividend of $1.00 per share on the
    Series A-1
    Junior Participating Preferred Stock shall nevertheless be
    payable on such subsequent Quarterly Dividend Payment Date.



 



    (C) Dividends shall begin to accrue and be cumulative on
    outstanding shares of
    Series A-1
    Junior Participating Preferred Stock from the Quarterly Dividend
    Payment Date next preceding the date of issue of such shares,
    unless the date of issue of such shares is prior to the record
    date for the first Quarterly Dividend Payment Date, in which
    case dividends on such shares shall begin to accrue from the
    date of issue of such shares, or unless the date of issue is a
    Quarterly Dividend Payment Date or is a date after the record
    date for the determination of holders of shares of
    Series A-1
    Junior Participating Preferred Stock entitled to receive a
    quarterly dividend and before such Quarterly Dividend Payment
    Date, in either of which events such dividends shall begin to
    accrue and be cumulative from such Quarterly Dividend Payment
    Date. Accrued but unpaid dividends shall not bear interest.
    Dividends paid on the shares of
    Series A-1
    Junior Participating Preferred Stock in an amount less than the
    total amount of such dividends at the time accrued and payable
    on such shares shall be allocated pro rata on a
    share-by-share
    basis among all such shares at the time outstanding. The Board
    of Directors may, in accordance with applicable law, fix a
    record date for the determination of holders of shares of
    Series A-1
    Junior Participating Preferred Stock entitled to receive payment
    of a dividend or distribution declared thereon, which record
    date shall be not more than such number of days prior to the
    date fixed for the payment thereof as may be allowed by
    applicable law; provided, however, that no such adjustment shall
    be effected as a result of the Recapitalization.



 



    Section 3.  Voting
    Rights.



 



    The holders of shares of
    Series A-1
    Junior Participating Preferred Stock shall have the following
    voting rights:



 



    (A) Each share of
    Series A-1
    Junior Participating Preferred Stock shall entitle the holder
    thereof to 100 votes on all matters submitted to a vote of the
    shareholders of the Company. In the event the Company shall at
    any time after the Rights Declaration Date declare or pay any
    dividend on the Common Stock payable in shares of Common Stock,
    or effect a subdivision or combination or consolidation of the
    outstanding shares of Common Stock (by reclassification or
    otherwise than by payment of a dividend in shares of Common
    Stock) into a greater or lesser number of shares of Common
    Stock, then in each such case the number of votes to which
    holders of shares of
    Series A-1
    Junior Participating Preferred Stock were entitled immediately
    prior to such event under the preceding sentence shall be
    adjusted by multiplying such amount by a fraction, the numerator
    of which is the number of shares of Common Stock outstanding
    immediately after such event and the denominator of which is the
    number of shares of Common Stock that were outstanding
    immediately prior to such event.




    

    2








 






    (B) Except as otherwise provided herein or in the
    Company’s Restated Articles of Incorporation, as amended,
    and except as otherwise provided by law, the holders of
    Series A-1
    Junior Participating Preferred Stock, the holders of shares of
    Common Stock, and the holders of shares of any other capital
    stock of the Company having general voting rights, shall vote
    together as one class on all matters submitted to a vote of
    shareholders of the Company.



 



    (C) Except as otherwise set forth herein or in the
    Company’s Restated Articles of Incorporation, as amended,
    and except as otherwise provided by law, holders of
    Series A-1
    Junior Participating Preferred Stock shall have no special
    voting rights and their consent shall not be required (except to
    the extent they are entitled to vote with holders of Common
    Stock as set forth herein) for taking any corporate action.



 



    Section 4.  Certain
    Restrictions.



 



    (A) Whenever dividends or distributions payable on the
    Series A-1
    Junior Participating Preferred Stock as provided in
    Section 2 are in arrears, thereafter and until all accrued
    and unpaid dividends and distributions, whether or not declared,
    on shares of
    Series A-1
    Junior Participating Preferred Stock outstanding shall have been
    paid in full, the Company shall not:



 



    (i) declare or pay dividends on, make any other
    distributions on, or redeem or purchase or otherwise acquire for
    consideration any shares of stock ranking junior (either as to
    dividends or upon liquidation, dissolution or winding up) to the
    Series A-1
    Junior Participating Preferred Stock;



 



    (ii) declare or pay dividends on or make any other
    distributions on any shares of stock ranking on a parity (either
    as to dividends or upon liquidation, dissolution or winding up)
    with the
    Series A-1
    Junior Participating Preferred Stock, except dividends paid
    ratably on the
    Series A-1
    Junior Participating Preferred Stock and all such parity stock
    on which dividends are payable or in arrears in proportion to
    the total amounts to which the holders of all such shares are
    then entitled;



 



    (iii) except as permitted in Section 4(A)(iv) below,
    redeem or purchase or otherwise acquire for consideration shares
    of any stock ranking on a parity (either as to dividends or upon
    liquidation, dissolution or winding up) with the
    Series A-1
    Junior Participating Preferred Stock, provided that the Company
    may at any time redeem, purchase or otherwise acquire shares of
    any such parity stock in exchange for shares of any stock of the
    Company ranking junior (either as to dividends or upon
    dissolution, liquidation or winding up) to the Series
    A-1 Junior
    Participating Preferred Stock; and



 



    (iv) purchase or otherwise acquire for consideration any
    shares of
    Series A-1
    Junior Participating Preferred Stock, or any shares of stock
    ranking on a parity with the
    Series A-1
    Junior Participating Preferred Stock, except in accordance with
    a purchase offer made in writing or by publication (as
    determined by the Board of Directors) to all holders of such
    shares upon such terms as the Board of Directors, after
    consideration of the respective annual dividend rates and other
    relative rights and preferences of the respective series and
    classes, shall determine in good faith will result in fair and
    equitable treatment among the respective series or classes.



 



    (B) The Company shall not permit any subsidiary of the
    Company to purchase or otherwise acquire for consideration any
    shares of stock of the Company unless the Company could, under
    paragraph (A) of this Section 4, purchase or otherwise
    acquire such shares at such time and in such manner.



 



    Section 5.  Reacquired
    Shares.



 



    Any shares of
    Series A-1
    Junior Participating Preferred Stock purchased or otherwise
    acquired by the Company in any manner whatsoever shall be
    retired and canceled promptly after the acquisition thereof. The
    Company shall cause all such shares upon their cancellation to
    be authorized but unissued shares of Preferred Stock which may
    be reissued as part of a new series of Preferred Stock, subject
    to the conditions and restrictions on issuance set forth herein.



 



    Section 6.  Liquidation,
    Dissolution or Winding Up.



 



    (A) Subject to the rights of the holders of any shares of
    any series of Preferred Stock of the Company ranking prior and
    superior to the
    Series A-1
    Junior Participating Preferred Stock with respect to
    liquidation,




    

    3








 






    upon any liquidation (voluntary or otherwise), dissolution or
    winding up of the Company, no distribution shall be made to the
    holders of shares of stock ranking junior (either as to
    dividends or upon liquidation, dissolution or winding up) to the
    Series A-1
    Junior Participating Preferred Stock unless, prior thereto, the
    holders of shares of
    Series A-1
    Junior Participating Preferred Stock shall have received $100.00
    per share, plus an amount equal to accrued and unpaid dividends
    and distributions thereon, whether or not declared, to the date
    of such payment (the
    “Series A-1
    Liquidation Preference”). Following the payment of the full
    amount of the
    Series A-1
    Liquidation Preference, no additional distributions shall be
    made to the holders of shares of
    Series A-1
    Junior Participating Preferred Stock, unless, prior thereto, the
    holders of shares of Common Stock shall have received an amount
    per share (the “Common Adjustment”) equal to the
    quotient obtained by dividing (i) the
    Series A-1
    Liquidation Preference by (ii) 100 (as appropriately
    adjusted as set forth in subparagraph C below to reflect such
    events as stock dividends, and subdivisions, combinations and
    consolidations with respect to the Common Stock) (such number in
    clause (ii) being referred to as the “Adjustment
    Number”). Following the payment of the full amount of the
    Series A-1
    Liquidation Preference and the Common Adjustment in respect of
    all outstanding shares of
    Series A-1
    Junior Participating Preferred Stock and Common Stock,
    respectively, holders of
    Series A-1
    Junior Participating Preferred Stock and holders of shares of
    Common Stock shall receive their ratable and proportionate share
    of the remaining assets to be distributed in the ratio of the
    Adjustment Number to one with respect to such
    Series A-1
    Junior Participating Preferred Stock and Common Stock, on a per
    share basis, respectively.



 



    (B) In the event there are not sufficient assets available
    to permit payment in full of the
    Series A-1
    Liquidation Preference and the liquidation preferences of all
    other series of preferred stock, if any, which rank on a parity
    with the
    Series A-1
    Junior Participating Preferred Stock, then such remaining assets
    shall be distributed ratably to the holders of such parity
    shares in proportion to their respective liquidation
    preferences. In the event there are not sufficient assets
    available to permit payment in full of the Common Adjustment,
    then such remaining assets shall be distributed ratably to the
    holders of Common Stock.



 



    (C) In the event the Company shall at any time after the
    Rights Declaration Date declare or pay any dividend on Common
    Stock payable in shares of Common Stock, or effect a subdivision
    or combination or consolidation of the outstanding shares of
    Common Stock (by reclassification or otherwise than by payment
    of a dividend in shares of Common Stock) into a greater or
    lesser number of shares of Common Stock, then in each such case
    the Adjustment Number in effect immediately prior to such event
    shall be adjusted by multiplying such Adjustment Number by a
    fraction the numerator of which is the number of shares of
    Common Stock outstanding immediately after such event and the
    denominator of which is the number of shares of Common Stock
    that were outstanding immediately prior to such event; provided,
    however, that no such adjustment shall be effected as a result
    of the Recapitalization.



 



    Section 7.  Consolidation,
    Merger, etc.



 



    In case the Company shall enter into any consolidation, merger,
    combination or other transaction in which the shares of Common
    Stock are exchanged for or changed into other stock or
    securities, cash
    and/or any
    other property, then in any such case the shares of
    Series A-1
    Junior Participating Preferred Stock shall at the same time be
    similarly exchanged or changed in an amount per share (subject
    to the provision for adjustment hereinafter set forth) equal to
    100 times the aggregate amount of stock, securities, cash
    and/or any
    other property (payable in kind), as the case may be, into which
    or for which each share of Common Stock is changed or exchanged.
    In the event the Company shall at any time after the Rights
    Declaration Date declare or pay any dividend on Common Stock
    payable in shares of Common Stock, or effect a subdivision or
    combination or consolidation of the outstanding shares of Common
    Stock (by reclassification or otherwise than by payment of a
    dividend in shares of Common Stock) into a greater or lesser
    number of shares of Common Stock, then in each such case the
    amount set forth in the preceding sentence with respect to the
    exchange or change of shares of
    Series A-1
    Junior Participating Preferred Stock shall be adjusted by
    multiplying such amount by a fraction the numerator of which is
    the number of shares of Common Stock outstanding immediately
    after such event and the denominator of which is the number of
    shares of Common Stock that are outstanding immediately prior to
    such event; provided, however, that no such adjustment shall be
    effected as a result of the Recapitalization.




    

    4








 






    Section 8.  Redemption.



 



    The shares of
    Series A-1
    Junior Participating Preferred Stock shall not be redeemable.



 



    Section 9.  Ranking.



 



    The
    Series A-1
    Junior Participating Preferred Stock shall rank junior to all
    other series of the Company’s Preferred Stock as to the
    payment of dividends and the distribution of assets, unless the
    terms of any such series shall provide otherwise.



 



    Section 10.  Fractional
    Shares.



 



    Series A-1
    Junior Participating Preferred Stock may be issued in fractions
    of a share which shall entitle the holder, in proportion to such
    holder’s fractional shares, to exercise voting rights,
    receive dividends, participate in distributions and to have the
    benefit of all other rights of holders of
    Series A-1
    Junior Participating Preferred Stock.



 



    IN WITNESS WHEREOF, we have executed and subscribed this
    Certificate and do affirm the foregoing as true under the
    penalties of perjury
    this          
    day of May, 2008.



 


			
	 	    By: 
	
    






    Name:     [NAME OF OFFICER]



			
	 	    Title: 
	
    [OFFICE]




 



    Attest



 


		
	    By: 	
    






    Name:     [NAME OF OFFICER]



		
	    Title: 	
    [OFFICE]





    

    5








 







    Exhibit B-1



 




    [Form of
    Right Certificate]



 



    Certificate
    No. R-                    
    Rights



 






    NOT
    EXERCISABLE AFTER THE EXPIRATION DATE. AT THE

    OPTION OF THE COMPANY, THE RIGHTS ARE SUBJECT TO

    REDEMPTION AT $0.001 PER RIGHT OR EXCHANGE FOR COMMON

    STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET

    FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN

    CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN

    ACQUIRING PERSON AND ANY SUBSEQUENT HOLDER OF SUCH

    RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS

    REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A

    PERSON WHO WAS AN ACQUIRING PERSON. THIS RIGHT

    CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE VOID

    IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE

    RIGHTS AGREEMENT.]*



 



    Right Certificate



 



    REINSURANCE GROUP OF AMERICA, INCORPORATED



 



    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
    Section 382 Rights Agreement dated as of June 2, 2008
    (the “Rights Agreement”) between Reinsurance Group of
    America, Incorporated, a Missouri corporation (the
    “Company”), and Mellon Investor Services LLC, a New
    Jersey limited liability 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. St. Louis, Missouri time on the
    Expiration Date, as that term is defined in the Rights
    Agreement, at the shareholder services office (or such office
    designated for such purpose) of the Rights Agent, or its
    successor as Rights Agent, one one-hundredth of a fully paid,
    nonassessable share of the
    Series A-1
    Junior Participating Preferred Stock, par value $0.01 per share
    (“Preferred Stock”), of the Company, at a purchase
    price of $      per one one-hundredth
    of a 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 of each Right) and the
    Purchase Price set forth above, are the number and Purchase
    Price as
    of          ,          ,
    based on the shares of Preferred Stock of the Company as
    constituted at such date.



 



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



 



    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 Company and the above-mentioned office of the Rights
    Agent and are also available upon written request to the Company.



 



    This Right Certificate, with or without other Right
    Certificates, upon surrender at the shareholder services office
    (or such office designated for such purpose) 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


 

 


    * The portion of the legend in brackets shall be inserted
    only if applicable.




    

    6








 






    aggregate number of shares of Preferred 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 may be redeemed by the Company at
    its option at a redemption price of $0.001 per Right on or prior
    to the Stock Acquisition Date (as defined in the Rights
    Agreement). In addition, subject to the provisions of the Rights
    Agreement, each Right evidenced by this Certificate may be
    exchanged by the Company at its option for one share of Common
    Stock following the Stock Acquisition Date.



 



    No fractional shares of Preferred Stock will be issued upon the
    exercise of any Rights evidenced hereby (other than fractions
    which are integral multiples of one one-hundredth of a share of
    Preferred Stock, which may, at the election of the Company, be
    evidenced by depositary receipts). In lieu of fractions of a
    share, a cash payment will be made, 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
    shares of Preferred 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 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.



 



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



 


 



    Dated as
    of          ,          .



 


	 	 	 
	
    Attest:
	
 
	
    REINSURANCE GROUP OF AMERICA,

    INCORPORATED

	
    By ­
    ­

    Name: ­
    ­

    Title: ­
    ­
	
 
	
    By ­
    ­

    Name: ­
    ­

    Title: ­
    ­









 



    Countersigned:



 








    MELLON INVESTOR




    SERVICES LLC



 


		
	    By: 	
    






    Authorized signature




    

    7








 







    [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 Certificate.)



 


 




    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.



 


 



    Dated: ­
    ­







    Signature



 



    (Signature must conform in all respects to

    name of holder as specified on the face of

    this Right Certificate)



 




    Signature
    Guaranteed:
    



 



    Signatures must be guaranteed by a member or a participant in
    the Securities Transfer Agent Medallion Program, the New York
    Stock Exchange Medallion Signature Program or the Stock Exchange
    Medallion Program.




    

    8








 







    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 (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.



 


 



    Dated: ­
    ­







    Signature



 



    (Signature must conform in all respects to

    name of holder as specified on the face of

    this Right Certificate)




    

    9








 







    FORM OF
    ELECTION TO PURCHASE



 


 




    (To be
    executed if holder desires to

    exercise the Right Certificate.)



 



    To Reinsurance Group of America, Incorporated:



 



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



 



    Name: ­
    ­



 



    Address: ­
    ­




              



 



    Social security or taxpayer identification
    number:          



 



    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:



 



    Name: ­
    ­



 



    Address: ­
    ­




              



 



    Social security or taxpayer identification
    number:          



 



    Dated: ­
    ­












    Signature



 



    (Signature must conform in all respects to

    name of holder as specified on the face of

    this Right Certificate)



 




    Signature
    Guaranteed:
    



 



    Signatures must be guaranteed by a member or a participant in
    the Securities Transfer Agent Medallion Program, the New York
    Stock Exchange Medallion Signature Program or the Stock Exchange
    Medallion Program.



 




    NOTICE



 



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




    

    10








 







    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 (as
    such terms are defined pursuant to the Rights Agreement);



 



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



 



    (3) 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.



 



    Dated: ­
    ­












    Signature



 



    (Signature must conform in all respects to

    name of holder as specified on the face of

    this Right Certificate)



 




    Signature
    Guaranteed:
    



 



    Signatures must be guaranteed by a member or a participant in
    the Securities Transfer Agent Medallion Program, the New York
    Stock Exchange Medallion Signature Program or the Stock Exchange
    Medallion Program.



 




    NOTICE



 



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



 



    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 (as defined in the Rights
    Agreement) and such Assignment or Election to Purchase will not
    be honored as described in Section 7(e) of the Rights
    Agreement.




    

    11








 







    Exhibit
    C



 




    REINSURANCE
    GROUP OF AMERICA, INCORPORATED

    



 




    Summary
    of Preferred Stock

    





    Purchase
    Rights



 



    On June 1, 2008, the Board of Directors of Reinsurance
    Group of America, Incorporated (the “Company”)
    declared a dividend of one preferred share purchase right (a
    “Right”) for each outstanding share of common stock,
    par value $.01 per share, of the Company (the “Common
    Stock”). The dividend distribution is payable on
    June 12, 2008 (the “Record Date”) to the
    shareholders of record as of the close of business on that date.
    Each Right entitles the registered holder to purchase from the
    Company one one-hundredth of a share of
    Series A-1
    Junior Participating Preferred Stock, par value $0.01 per share
    (the “Preferred Stock”), of the Company at a price of
    $200 per one one-hundredth of a share of Preferred Stock (the
    “Purchase Price”), subject to adjustment. The
    description and terms of the Rights are set forth in a
    Section 382 Rights Agreement, dated as of June 2,
    2008, as the same may be amended from time to time (the
    “Rights Agreement”), between the Company and Mellon
    Investor Services LLC, as Rights Agent (the “Rights
    Agent”).



 



    The Rights Plan is intended to act as a deterrent to any person
    (other than the Company, any subsidiary of the Company or any
    employee benefit plan of the Company) from becoming or obtaining
    the right to become, a 5% Shareholder (as defined in
    Section 382 of the Internal Revenue Code of 1986, as
    amended (the “Code”)) without the approval of at least
    a majority of the members of our Board of Directors then in
    office (any such person who becomes a 5% Shareholder, other than
    as described below, an “Acquiring Person”). The
    holdings of independently managed mutual funds should not be
    combined for purposes of calculating ownership percentages under
    the Rights Plan. Notwithstanding the foregoing, shareholders who
    own 5.0% or more (by value) of our outstanding (i) Common
    Stock, (ii) preferred stock (other than preferred stock
    described in Section 1504(a)(4) of the Code) of the
    Company, (iii) warrants, rights, or options (including
    options within the meaning of Treasury Regulation
    § 1.382-2T(h)(4)(v)) to purchase stock (other than
    preferred stock described in Section 1504(a)(4) of the
    Code) of the Company, and (iv) any other interest that
    would be treated as “stock” of the Company pursuant to
    Treasury Regulation § 1.382-2T(f)(18),
    “Corporation Securities”) as of the close of business
    on June 2, 2008 will not be an Acquiring Person and
    therefore will not trigger the Rights Plan, so long as they do
    not acquire any additional shares (other than acquisitions as a
    result of the exercise of options or warrants granted by the
    Company or certain internal distributions between MetLife and
    its subsidiaries). In addition, persons who become a 5%
    Shareholder in connection with certain transactions taken
    pursuant to the Recapitalization and Distribution Agreement,
    dated as of June 1, 2008 (the “Recapitalization and
    Distribution Agreement”), by and between us and MetLife
    Inc. (together with its subsidiaries, “MetLife”), will
    not be an Acquiring Person and will not trigger the Rights Plan,
    including persons who become 5% Shareholders as a result of the
    distribution of Common Stock in the Split-Off, or in any debt
    exchanges or additional split-offs (“Additional Divestiture
    Transactions”), contemplated by the Recapitalization and
    Distribution Agreement (although the Rights Plan does not exempt
    any future acquisitions of Corporation Securities by such
    persons (other than in subsequent Additional Divestiture
    Transactions or in acquisitions exempted by the Company).



 



    Any Rights held by an Acquiring Person are void and may not be
    exercised. Our Board may, in its sole discretion, exempt any
    person or group from being deemed an Acquiring Person for
    purposes of the Rights Plan at any time prior to the time the
    Rights are no longer redeemable.



 



    Until the earlier to occur of (i) the close of business on
    the tenth business day following the date of public announcement
    or the date on which the Company first has notice or determines
    that a person has become an Acquiring Person without the prior
    express written consent of the Company executed on behalf of the
    Company by a duly authorized officer of the Company following
    express approval by action of at least a majority of the members
    of the Board of Directors then in office (the “Stock
    Acquisition Date”), or (ii) the close of business on
    the tenth business day (or such later date as may be determined
    by action of the Board of Directors but not later than the Stock
    Acquisition Date) following the commencement of a tender offer
    or exchange offer to acquire Corporation Securities, without the
    prior written consent of the Company, by a













 






    person (other than the Company, any subsidiary of the Company or
    an employee benefit plan of the Company) which, upon
    consummation, would result in such party’s becoming an
    Acquiring Person (the earlier of the dates in clause (i) or
    (ii) above 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 certificates.



 



    The Rights Agreement provides that, until the Distribution Date
    (or earlier redemption or expiration of the Rights), the Rights
    will be transferred with and only with the Company’s Common
    Stock. Until the Distribution Date (or earlier redemption,
    exchange or expiration of the Rights), new Common Stock
    certificates issued after the Record Date upon transfer or new
    issuances of Common Stock will contain a notation incorporating
    the Rights Agreement by reference. Until the Distribution Date
    (or earlier redemption, exchange or expiration of the Rights),
    the surrender for transfer of any certificates for shares of
    Common Stock outstanding as of the Record Date, even without
    such notation or a copy of this Summary of Rights, 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
    certificates alone will then evidence the Rights.



 



    The Rights are not exercisable until the Distribution Date. The
    Rights will expire, if not previously exercised, on the earlier
    of date which is 36 months and one day from the Acceptance
    Time for the Split-Off and the date that our Board of Directors,
    in its sole discretion, determines (the “Final Expiration
    Date”), unless the Final Expiration Date is extended or
    unless the Rights are earlier redeemed or exchanged by the
    Company. The Rights will also expire in the event the
    Recapitalization and Distribution Agreement terminates in
    accordance with its terms prior to the consummation of the
    Split-Off.



 



    The Purchase Price payable, and the number of shares of
    Preferred 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 Preferred Stock, (ii) upon the grant to holders of
    the Preferred Stock of certain rights or warrants to subscribe
    for or purchase Preferred Stock at a price, or securities
    convertible into Preferred Stock with a conversion price, less
    than the then-current market price of the Preferred Stock or
    (iii) upon the distribution to holders of the Preferred
    Stock of evidences of indebtedness or assets (excluding regular
    periodic cash dividends or dividends payable in Preferred Stock)
    or of subscription rights or warrants (other than those referred
    to above).



 



    The number of outstanding Rights and the number of one
    one-hundredths of a share of Preferred Stock issuable upon
    exercise of each Right are also subject to adjustment in the
    event of a stock split of the Common Stock or a stock dividend
    on the Common Stock payable in shares of Common Stock or
    subdivisions, consolidations or combinations of the Common Stock
    (other than the Recapitalization) occurring, in any such case,
    prior to the Distribution Date.



 



    Shares of Preferred Stock purchasable upon exercise of the
    Rights will not be redeemable and will be junior to any other
    series of preferred stock the Company may issue (unless
    otherwise provided in the terms of such stock). Each share of
    Preferred Stock will have a preferential dividend in an amount
    equal to 100 times any dividend declared on each share of Common
    Stock. In the event of liquidation, the holders of the Preferred
    Stock will receive a preferred liquidation payment per share of
    Preferred Stock of equal to the greater of $100 and 100 times
    the payment made per share of Common Stock. Each share of
    Preferred Stock will have 100 votes, voting together with the
    Common Stock. In the event of any merger, consolidation or other
    transaction in which shares of Common Stock are converted or
    exchanged, each share of Preferred Stock will be entitled to
    receive 100 times the amount and type of consideration received
    per share of Common Stock. The rights of the Preferred Stock as
    to dividends, liquidation and voting, and in the event of
    mergers and consolidations, are protected by customary
    antidilution provisions.



 



    Because of the nature of the Preferred Stock’s dividend,
    liquidation and voting rights, the value of the one
    one-hundredth interest in a share of Preferred Stock purchasable
    upon exercise of each Right should approximate the value of one
    share of Common Stock.




    

    2








 






    If any person or group becomes an Acquiring Person without the
    prior written consent of the Board of Directors (and such person
    is not an Exempted Person or a Grandfathered Person), each
    Right, except those held by such Acquiring Person, would entitle
    each holder of a Right to acquire such number of shares of the
    Company’s Common Stock as shall equal the result obtained
    by multiplying the then current Purchase Price by the number of
    one one-hundredths of a share of Preferred Stock for which a
    Right is then exercisable and dividing that product by 50% of
    the then current per-share market price of Company Common Stock.



 



    With certain exceptions, no adjustment to the Purchase Price
    will be required until cumulative adjustments require an
    adjustment of at least 1% in such Purchase Price. No fractional
    shares of Preferred Stock will be issued (other than fractions
    that are integral multiples of one one-hundredth of a share of
    Preferred Stock, which may, at the election of the Company, be
    evidenced by depositary receipts), and in lieu thereof an
    adjustment in cash will be made based on the market price of the
    Preferred Stock on the last trading day prior to the date of
    exercise.



 



    At any time prior to the tenth business day after the time an
    Acquiring Person becomes such, the Board of Directors of the
    Company may redeem the Rights in whole, but not in part, at a
    price of $0.001 per Right (the
    “Redemption Price”). The redemption of the Rights
    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. Immediately upon any redemption of the Rights, the
    right to exercise the Rights will terminate and the only right
    of the holders of Rights will be to receive the
    Redemption Price. Amounts paid upon any redemption of the
    Rights will be rounded down to the nearest penny.



 



    The terms of the Rights may be amended by the Board of Directors
    of the Company without the consent of the holders of the Rights,
    including, without limitation, in connection with the proposed
    Recapitalization, except that from and after such time as any
    person becomes an Acquiring Person no such amendment may
    adversely affect the interests of the holders of the Rights.



 



    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.



 



    A copy of the Rights Agreement has been filed with the
    U.S. Securities and Exchange Commission as an Exhibit to a
    Registration Statement on
    Form 8-A.
    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, as the same may be amended
    from time to time, which is hereby incorporated herein by
    reference.




    

    3