**Exhibit 4.1**

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**RIGHTSAGREEMENTby and betweenUNITED ONLINE, INC.andU.S. STOCK TRANSFER CORPORATION,as Rights AgentDated as ofNovember 15, 2001**

 

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**TABLE OF CONTENTS**
|             | ** ** | ** **                                                                                                                       | ** ** | **Page** |
|-------------|------------|----------------------------------------------------------------------------------------------------------------------------------|------------|----------|
| Section 1.  |       | Certain Definitions                                                                                                              |       | 1        |
| Section 2.  |       | Appointment of Rights Agent                                                                                                      |       | 4        |
| Section 3.  |       | Issue of Rights Certificates.                                                                                                    |       | 4        |
| Section 4.  |       | Form of Rights Certificates.                                                                                                     |       | 5        |
| Section 5.  |       | Countersignature and Registration.                                                                                               |       | 6        |
| Section 6.  |       | Transfer, Split-Up, Combination and Exchange of  Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights  Certificates. |       | 6        |
| Section 7.  |       | Exercise of Rights; Purchase Price; Expiration Date  of Rights.                                                                  |       | 7        |
| Section 8.  |       | Cancellation and Destruction of Rights Certificates                                                                              |       | 8        |
| Section 9.  |       | Reservation and Availability of Preferred Stock.                                                                                 |       | 8        |
| Section 10. |       | Preferred Stock Record Date                                                                                                      |       | 9        |
| Section 11. |       | Adjustment of Purchase Price, Number of Shares or  Number of Rights                                                              |       | 10       |
| Section 12. |       | Certificate of Adjusted Purchase Price or Number of  Shares                                                                      |       | 16       |
| Section 13. |       | Consolidation, Merger or Sale or Transfer of Assets  or Earning Power.                                                           |       | 16       |
| Section 14. |       | Fractional Rights and Fractional Shares.                                                                                         |       | 19       |
| Section 15. |       | Rights of Action                                                                                                                 |       | 19       |
| Section 16. |       | Agreement of Rights Holders                                                                                                      |       | 20       |
| Section 17. |       | Rights Certificate Holder Not Deemed a Stockholder                                                                               |       | 20       |
| Section 18. |       | Concerning the Rights Agent                                                                                                      |       | 20       |
| Section 19. |       | Merger or Consolidation or Change of Name of Rights  Agent.                                                                      |       | 21       |
| Section 20. |       | Duties of Rights Agent                                                                                                           |       | 21       |
| Section 21. |       | Change of Rights Agent                                                                                                           |       | 23       |
| Section 22. |       | Issuance of New Rights Certificates                                                                                              |       | 23       |
| Section 23. |       | Redemption and Termination.                                                                                                      |       | 24       |
| Section 24. |       | Exchange.                                                                                                                        |       | 25       |
| Section 25. |       | Notice of Certain Events.                                                                                                        |       | 26       |
| Section 26. |       | Notices                                                                                                                          |       | 26       |
| Section 27. |       | Supplements and Amendments                                                                                                       |       | 27       |
| Section 28. |       | Successors                                                                                                                       |       | 27       |
| Section 29. |       | Determinations and Actions by the Board of Directors                                                                             |       | 27       |
| Section 30. |       | Benefits of This Agreement                                                                                                       |       | 28       |
| Section 31. |       | Severability                                                                                                                     |       | 28       |

 

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| Section 32. |   | Governing Law        |   | 28 |
|-------------|--------|----------------------|--------|----|
| Section 33. |   | Counterparts         |   | 28 |
| Section 34. |   | Descriptive Headings |   | 28 |

 
| **EXHIBITS**   |   |                                                                                        |   |   |
|----------------|--------|---------------------------------------------------------------------------------------------|--------|--------|
| Exhibit A |   | Form of Certificate of Designation of Series A  Junior 

Participating Preferred Stock |   |   |
| Exhibit B |   | Form of Rights Certificate                                                                  |   |   |

 

 

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**RIGHTS AGREEMENT**

    RIGHTSAGREEMENT, dated as of November 15, 2001 (the “Agreement”), by and betweenUnited Online, Inc., a Delaware corporation (the “Company”), and U.S.Stock Transfer Corporation, a California corporation (the “Rights Agent”).

    WHEREAS,effective November 15, 2001 (the “Rights Dividend Declaration Date”), theboard of directors of the Company authorized and declared a distribution of oneRight (each, a “Right”) for each share of Common Stock (as hereinafter defined)of the Company outstanding as of the Close of Business (as hereinafter defined)on November 26, 2001 (the “Record Date”), each Right initiallyrepresenting the right to purchase one one-thousandth of a share (a “Unit”) ofPreferred Stock (as hereinafter defined) upon the terms and subject to theconditions herein set forth, and has further authorized and directed theissuance of one Right with respect to each share of Common Stock of the Companythat shall become outstanding between the Record Date and the earliest of the DistributionDate, the Redemption Date and the Final Expiration Date (as such terms arehereinafter defined).

    NOW,THEREFORE, in consideration of the foregoing and the mutual agreements hereinset forth, the parties hereto, intending to be legally bound, hereby agree asfollows:

    Section 1.  *Certain Definitions.  *Forpurposes of this Agreement, the following terms have the meanings indicated:

    ”AcquiringPerson” shall mean any Person (as such term is hereinafter defined) who orwhich, together with all Affiliates and Associates (as such terms arehereinafter defined) of such Person, shall be the Beneficial Owner (as suchterm is hereinafter defined) of 15% or more of the shares of Common Stock ofthe Company then outstanding, but shall not include the Company, any Subsidiary(as such term is hereinafter defined) of the Company, any employee benefit planof the Company or any Subsidiary of the Company, or any entity holding sharesof Common Stock of the Company for or pursuant to the terms of any such plan.Notwithstanding the foregoing:

    (i)  no Person shallbecome an “Acquiring Person” as the result of an acquisition of shares ofCommon Stock by the Company which, by reducing the number of sharesoutstanding, increases the proportionate number of shares beneficially owned bysuch Person to 15% or more of the shares of Common Stock of the Company thenoutstanding; *provided, however*,that if a Person shall become the Beneficial Owner of 15% or more of the sharesof Common Stock of the Company then outstanding as a result of any suchacquisition of shares of Common Stock by the Company and shall, after suchacquisition of shares by the Company, become the Beneficial Owner of anyadditional shares of Common Stock of the Company (other than as a result of astock dividend, stock split or similar transaction effected by the Company inwhich all holders of Common Stock of the Company are treated equally), thensuch Person shall be deemed to be an “Acquiring Person” hereunder;

    (ii) no Person who, aloneor together with all Affiliates and Associates of such Person, was, at the timeof the public announcement by the Company of the declaration by its Board ofDirectors on November 15, 2001 of the dividend distribution of the Rights,the Beneficial Owner of 15% or more of the Common Stock of the Company thenoutstanding shall be deemed to have become an Acquiring Person unless and untilsuch time as such Person or any Affiliate or Associate of such Personthereafter becomes the Beneficial Owner of any additional Common Stock of theCompany (other than as a result of a stock dividend, stock split or similartransaction effected by the Company in which all holders of Common Stock of theCompany are treated equally); and

    (iii) if the board ofdirectors of the Company determines in good faith that a Person who wouldotherwise be an “Acquiring Person” as defined pursuant to the provisions ofsubparagraph (i), has become such inadvertently, and such Person divests aspromptly as practicable a sufficient number of shares of Common Stock of theCompany so that such Person would no longer be an

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“Acquiring Person, then such Person shall not bedeemed to be an “Acquiring Person” for any purpose of this Agreement.

    ”AdjustmentShares” shall have the meaning set forth in Section 11(a)(ii).

    ”Affiliate”and “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 of the Exchange Act Regulations (as hereinafter defined) as ineffect on the date of this Agreement.

    APerson shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficiallyown,” any securities:

    (i)  which suchPerson or any of such Person’s Affiliates or Associates beneficially owns,directly or indirectly, for purposes of Section 13(d) of the Exchange Act (ashereinafter defined) and Rule 13d-3 thereunder (or any comparable orsuccessor law or regulation); or

    (ii) which such Person orany of such Person’s Affiliates or Associates, directly or indirectly, has(A) the right to acquire (whether such right is exercisable immediately,contingently or only after the passage of time) pursuant to any agreement,arrangement or understanding (whether or not in writing, other than customaryagreements with and between underwriters and selling group members with respectto a bona fide public offering of securities), or upon the exercise ofconversion rights, exchange rights, rights (other than the Rights), warrants oroptions, or otherwise; *provided, however*,that a Person shall not be deemed the Beneficial Owner of, or to beneficiallyown, securities tendered pursuant to a tender or exchange offer made by or onbehalf of such Person or any of such Person’s Affiliates or Associates untilsuch tendered securities are accepted for purchase or exchange; or (B) theright to vote pursuant to any agreement, arrangement or understanding; *provided further, however*, that a Personshall not be deemed the “Beneficial Owner” of, or to “beneficially own,” anysecurity under this subparagraph (ii) as a result of an agreement, arrangementor understanding to vote such security if such agreement, arrangement orunderstanding: (x) arises solely from a revocable proxy given in responseto a public proxy or consent solicitation made pursuant to, and in accordancewith, the applicable provisions of the Exchange Act and the Exchange ActRegulations, and (y) is not reportable by such Person on Schedule 13Dunder the Exchange Act (or any comparable or successor report); or

    (iii) which arebeneficially owned, directly or indirectly, by any other Person (or anyAffiliate or Associate thereof) with which such Person (or any of such Person’sAffiliates or Associates) has any agreement, arrangement or understanding(whether or not in writing, other than customary agreements with and betweenunderwriters and selling group members with respect to a bona fide publicoffering of securities), for the purpose of acquiring, holding, voting (exceptto the extent contemplated by the proviso to clause (B) of subparagraph(ii) above) or disposing of any securities of the Company; *provided, however*, that in no case shallan officer or director of the Company be deemed (A) the Beneficial Ownerof any securities beneficially owned by another officer or director of theCompany solely by reason of actions undertaken by such persons in theircapacity as officers or directors of the Company or (B) the BeneficialOwner of securities held of record by the trustee of any employee benefit planof the Company or any Subsidiary of the Company for the benefit of any employeeof the Company or any Subsidiary of the Company, other than such officer ordirector, by reason of any influence that such officer or director may haveover the voting of the securities held in the plan;

Notwithstandinganything in this definition of “Beneficial Owner” and “beneficially own” to thecontrary, the phrase “then outstanding,” when used with reference to a Personwho is the Beneficial Owner of securities of the Company, shall mean the numberof such securities then issued and outstanding together with the number of suchsecurities not then actually issued and outstanding which such Person would bedeemed to beneficially own hereunder.

    ”BusinessDay” shall mean any day other than a Saturday, a Sunday, or a day on whichbanking institutions in The City of New York are authorized or obligated by lawor executive order to close.

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    ”Closeof Business” on any given date shall mean 5:00 p.m., New York City time,on such date; *provided*, *however*, that if such date is not aBusiness Day it shall mean 5:00 p.m., New York City time, on the nextsucceeding Business Day.

    ”CommonStock” when used with reference to the Company shall mean the shares of CommonStock, par value $0.0001, of the Company. “Common Stock” when used withreference to any Person other than the Company shall mean the capital stock (orother equity interest) with the greatest voting power of such other Person or,if such other Person is a Subsidiary of another Person, the Person or Personswhich ultimately control such first-mentioned Person.

    ”Company”shall have the meaning set forth in the forepart of this Agreement.

    ”CurrentPer Share Market Price” shall have the meaning set forth inSection 11(d)(i).

    ”CurrentValue” shall have the meaning set forth in Section 11(a)(iii).

    ”DistributionDate” shall have the meaning set forth in Section 3(a).

    ”EquivalentPreferred Stock” shall have the meaning set forth in Section 11(b).

    ”ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended, or any successorstatute.

    ”ExchangeAct Regulations” shall mean the Rules and Regulations under the Exchange Act,as amended from time to time (including any successor rules).

    ”ExpirationDate” shall have the meaning set forth in Section 7(a).

    ”FinalExpiration Date” shall have the meaning set forth in Section 7(a).

    ”NASDAQ”shall have the meaning set forth in Section 11(d).

    ”Person”shall mean any individual, firm, corporation or other entity, and shall includeany successor (by merger or otherwise) of such entity.

    ”PreferredStock” shall mean shares of Series A Preferred Stock, par value $0.0001,of the Company having the rights and preferences set forth in the Form ofCertificate of Designation attached to this Agreement as Exhibit A.

    ”PreferredStock Equivalents” shall have the meaning set forth in Section 11(a)(iii).

    ”PrincipalParty” shall have the meaning set forth in Section 13.

    ”PurchasePrice” shall have the meaning set forth in Section 7(b).

    ”RecordDate” shall have the meaning set forth in the recitals to this Agreement.

    ”RedemptionDate” shall have the meaning set forth in Section 7(a).

    ”RedemptionPrice” shall have the meaning set forth in Section 23(a).

    ”Right”shall have the meaning set forth in the recitals to this Agreement.

    ”RightsAgent” shall have the meaning set forth in the forepart of this Agreement andshall include any Person that shall become a successor Rights Agent pursuant tothe terms of this Agreement.

    ”RightsCertificate” shall have the meaning set forth in Section 3(a).

    ”RightsDividend Declaration Date” shall have the meaning set forth in the recitals tothis Agreement.

    ”Section 11(a)(ii) Event”shall mean any event described in Section 11(a)(ii)(A), (B) or (C).

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    ”Section 11(a)(iii) TriggerDate” shall have the meaning set forth in Section 11(a)(iii).

    ”Section 13Event” shall mean any event described in clause (x), (y) or(z) of Section 13(a).

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

    ”SecuritiesAct” shall mean the Securities Act of 1933, as amended, or any successorstatute.

    ”ShareAcquisition Date” shall mean the first date of public announcement (which, forpurposes of this definition, shall include, without limitation, a report filedpursuant to Section 13(d) of the Exchange Act) by the Company or anAcquiring Person that an Acquiring Person has become such.

    ”Spread”shall have the meaning set forth in Section 11(a)(iii).

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

    ”TradingDay” shall have the meaning set forth in Section 11(d)(i).

    ”TriggeringEvent” shall mean any Section 11(a)(ii) Event or any Section 13Event.

    ”Unit”shall have the meaning set forth in the recitals to this Agreement.

    Section 2.  *Appointment of Rights Agent.*  TheCompany hereby appoints the Rights Agent to act as agent for the Company inaccordance with the terms and conditions of this Agreement, and the RightsAgent hereby accepts such appointment. The Company may from time to timeappoint co-Rights Agents as it may deem necessary or desirable upon ten days priorwritten notice to the Rights Agent. The Rights Agent shall have no duty tosupervise, and shall in no event be liable for, the acts or omissions of anysuch co-Rights Agent.

    Section 3.  *Issue of Rights Certificates.*

    (a) Untilthe earlier of (i) the Close of Business on the tenth day after the ShareAcquisition Date and (ii) the Close of Business on the tenth Business Day(or such later date as may be determined by action of the Company’s board ofdirectors prior to such time as any Person becomes an Acquiring Person and ofwhich the Company will give the Rights Agent prompt written notice) after thedate that a tender or exchange offer by any Person (other than the Company, anySubsidiary of the Company, any employee benefit plan of the Company or of anySubsidiary of the Company or any entity holding shares of Common Stock for orpursuant to the terms of any such plan) is commenced within the meaning ofRule 14d-2(a) of the Exchange Act Regulations or of the first publicannouncement of the intention of any Person (other than the Company, anySubsidiary of the Company, any employee benefit plan of the Company or of anySubsidiary of the Company or any entity holding shares of Common Stock for orpursuant to the terms of any such plan) to commence a tender or exchange offer,if upon consummation thereof such Person would be the Beneficial Owner of 15%or more of the shares of Common Stock of the Company then outstanding (theearlier of (i) and (ii) above being the “Distribution Date”),(x) the Rights will be evidenced (subject to the provisions ofSection 3(b)) by the certificates for shares of Common Stock of theCompany registered in the names of the holders thereof (which certificatesshall also be deemed to be Rights Certificates) and not by separate RightsCertificates, and (y) the right to receive Rights Certificates will betransferable only in connection with the transfer of shares of Common Stock ofthe Company. As soon as practicable after the Distribution Date, the Companywill notify the Rights Agent of the occurrence of the Distribution Date and theCompany will prepare and execute, the Rights Agent will countersign, and theCompany will send or cause to be sent (and the Rights Agent will, if requested,send) by first-class, insured, postage-prepaid mail, to each record holder ofshares of Common Stock of the Company as of the Close of Business on theDistribution Date, at the address of such holder shown on the records of theCompany, a Rights Certificate, in substantially the form of Exhibit B (a “RightsCertificate”), 

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evidencingone Right for each share of Common Stock so held. From and after theDistribution Date, the Rights will be evidenced solely by such RightsCertificates.

    (b) Untilthe Distribution Date (or the Expiration Date), the surrender for transfer ofany certificate for shares of Common Stock of the Company outstanding on theRecord Date shall also constitute the transfer of the Rights associated withthe shares of Common Stock represented thereby.

    (c) Certificatesevidencing shares of Common Stock which become outstanding (whether originallyissued or delivered from the Company’s treasury) after the Record Date butprior to the earlier of the Distribution Date and the Expiration Date shallhave impressed on, printed on, written on or otherwise affixed to them thefollowing legend (or such other legend as the Company may deem appropriate thatis not inconsistent with the provisions of this Agreement):

This certificate also evidences and entitles theholder hereof to certain rights as set forth in a Rights Agreement betweenUnited Online, Inc. and U.S. Stock Transfer Corporation, dated as ofNovember 15, 2001 (the “Rights Agreement”), the terms of which are herebyincorporated herein by reference and a copy of which is on file at theprincipal executive offices of United Online, Inc. Under certaincircumstances, as set forth in the Rights Agreement, such Rights will beevidenced by separate certificates and will no longer be evidenced by thiscertificate. United Online, Inc. will mail to the holder of thiscertificate a copy of the Rights Agreement without charge after receipt of awritten request therefor. Under certain circumstances, as set forth in theRights Agreement, Rights issued to any Person who becomes an Acquiring Person(as defined in the Rights Agreement), whether currently held by or on behalf ofsuch person or by any subsequent holder, may become null and void.

    Ifthe Company purchases or acquires any shares of Common Stock of the Companyafter the Record Date but prior to the Distribution Date, any Rights associatedwith such shares of Common Stock of the Company shall be deemed cancelled andretired so that the Company shall not be entitled to exercise any Rightsassociated with any shares of Common Stock of the Company which are no longeroutstanding.

    Section 4.  *Form of Rights Certificates.*

    (a) TheRights Certificates (and the forms of election to purchase Units of PreferredStock and of assignment to be printed on the reverse thereof) shall besubstantially the same as Exhibit B and may have such marks ofidentification or designation and such legends, summaries or endorsementsprinted thereon as the Company may deem appropriate and as are not inconsistentwith the provisions of this Agreement, or as may be required to comply with anyapplicable law or with any rule or regulation made pursuant thereto or with anyrule or regulation of any stock exchange or transaction reporting system onwhich the Rights may from time to time be listed or traded, or to conform tousage. Subject to the provisions of Sections 11 and 22, the Rights Certificatesshall entitle the holders thereof to purchase the number of Units of PreferredStock as shall be set forth therein at the price per Unit of Preferred Stockset forth therein, but the number of such Units of Preferred Stock and thePurchase Price shall be subject to adjustment as provided herein.

    (b) AnyRights Certificate issued pursuant to this Agreement that represents Rightsbeneficially owned by: (i) an Acquiring Person or any Associate orAffiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person(or of any such Associate or Affiliate) who becomes a transferee after theAcquiring Person becomes such, or (iii) a transferee of an AcquiringPerson (or of any such Associate or Affiliate) who becomes a transferee priorto or concurrently with the Acquiring Person becoming such and receives suchRights pursuant to either (A) a transfer (whether or not forconsideration) from the Acquiring Person to holders of equity interests in suchAcquiring Person or to any Person with whom such Acquiring Person has anycontinuing agreement, arrangement or understanding regarding the transferredRights or (B) a transfer which the board of directors of the 

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Companyhas determined is part of a plan, arrangement or understanding which has as aprimary purpose or effect avoidance of Section 7(e) shall contain (to theextent feasible) the following legend:

The Rights represented by this Rights Certificate are orwere beneficially owned by a Person who was or became an Acquiring Person or anAffiliate or Associate of an Acquiring Person (as such terms are defined in theRights Agreement by and between United Online, Inc. and U.S. StockTransfer Corporation, as Rights Agent, dated as of November 15, 2001 (the “RightsAgreement”)). Accordingly, this Rights Certificate and the Rights representedhereby may become null and void in the circumstances specified inSection 7(e) of the Rights Agreement.

    Section 5.  *Countersignature and Registration.*

    (a) TheRights Certificates shall be executed on behalf of the Company by any officerof the Company, either manually or by facsimile signature, shall have affixedthereto the Company’s seal or a facsimile thereof, and shall be attested by theSecretary or an Assistant Secretary of the Company, either manually or byfacsimile signature. The Rights Certificates shall be countersigned by theRights Agent and shall not be valid for any purpose unless countersigned. Incase any officer of the Company who shall have signed any of the RightsCertificates shall cease to be such officer of the Company beforecountersignature by the Rights Agent and issuance and delivery by the Company,such Rights Certificates, nevertheless, may be countersigned by the RightsAgent and issued and delivered by the Company with the same force and effect asthough the person who signed such Rights Certificates had not ceased to be suchofficer of the Company. Any Rights Certificate may be signed on behalf of theCompany by any person who, at the actual date of the execution of such RightsCertificate, shall be a proper officer of the Company to sign such RightsCertificate, although at the date of this Agreement any such person was notsuch an officer.

    (b) Followingthe Distribution Date, the Rights Agent will keep or cause to be kept, at itsoffice designated for such purpose, books for registration and transfer of theRights Certificates issued under this Agreement. Such books shall show the namesand addresses of the respective holders of the Rights Certificates, the numberof Rights evidenced on its face by each of the Rights Certificates and the dateof each of the Rights Certificates.

    Section 6.  *Transfer, Split-Up, Combination and Exchange ofRights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.*

    (a) Subjectto the provisions of Sections 4(b), 7(e) and 14, at any time after the Close ofBusiness on the Distribution Date, and at or prior to the Close of Business onthe Expiration Date, any Rights Certificate or Rights Certificates may betransferred, split up, combined or exchanged for another Rights Certificate orRights Certificates evidencing exercisable Rights, entitling the registeredholder to purchase a like number of Units of Preferred Stock (or, following aTriggering Event, other securities, cash or other assets, as the case may be)as the Rights Certificate or Rights Certificates surrendered then entitled suchholder to purchase. Any registered holder desiring to transfer, split up,combine or exchange any Rights Certificate or Rights Certificates shall makesuch request in writing delivered to the Rights Agent, and shall surrender theRights Certificate or Rights Certificates to be transferred, split up, combinedor exchanged at the office of the Rights Agent designated for such purpose.Neither the Rights Agent nor the Company shall be obligated to take any actionwhatsoever with respect to the transfer of any such surrendered RightsCertificate until the registered holder shall have completed and signed thecertificate contained in the form of assignment on the reverse side of suchRights Certificate and shall have provided such additional evidence of theidentity of the Beneficial Owner (or former Beneficial Owner) or Affiliates orAssociates thereof as the Company shall reasonably request. Thereupon theRights Agent shall, subject to Sections 4(b), 7(e) and 14, countersign anddeliver to the Person entitled thereto a Rights Certificate or Rights Certificates,as the case may be, as so requested. The Company may require payment of a sumsufficient to cover any tax or governmental charge that 

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may beimposed in connection with any transfer, split up, combination or exchange ofRights Certificates.

    (b) Uponreceipt by the Company and the Rights Agent of evidence reasonably satisfactoryto them of the loss, theft, destruction or mutilation of a Rights Certificate,and of indemnity or security reasonably satisfactory to them, and, at theCompany’s request, reimbursement to the Company and the Rights Agent of allreasonable expenses incidental thereto, and upon surrender to the Rights Agentand cancellation of the Rights Certificate if mutilated, the Company will makeand deliver a new Rights Certificate of like tenor to the Rights Agent fordelivery to the registered holder in lieu of the Rights Certificate so lost,stolen, destroyed or mutilated.

    Section 7.  *Exercise of Rights; Purchase Price; Expiration Dateof Rights.*

    (a) Theregistered holder of any Rights Certificate evidencing exercisable Rights mayexercise the Rights evidenced thereby (except as otherwise provided in thisAgreement) in whole or in part at any time after the Distribution Date uponsurrender of the Rights Certificate, with the form of election to purchase andthe related certification duly executed, to the Rights Agent at the office ofthe Rights Agent designated for such purpose, together with payment of thePurchase Price for each Right being exercised (as such amount may be reduced(including to zero) pursuant to Section 11(a)(iii)) and an amount equal toany applicable transfer tax required to be paid by the holder of such RightsCertificate in accordance with Section 9 in cash, or by certified check,wire transfer or bank draft payable to the order of the Company, at or prior tothe earliest of (i) the Close of Business on the tenth anniversary hereof(the “Final Expiration Date”), (ii) the time at which the Rights areredeemed as provided in Section 23 (the “Redemption Date”), and(iii) the time at which such Rights are exchanged as provided inSection 24 (the earliest of (i), (ii) and (iii) being the “ExpirationDate”).

    (b) ThePurchase Price for each Unit of Preferred Stock pursuant to the exercise of aRight shall initially be $25.00, shall be subject to adjustment from time totime as provided in Sections 11 and 13 and shall be payable in lawful money ofthe United States of America in accordance with paragraph (c) below.

    (c) Uponreceipt of a Rights Certificate evidencing exercisable Rights (with the form ofelection to purchase duly executed) accompanied by payment as provided inSection 7(a), the Rights Agent shall, subject to Section 20(k),thereupon promptly (i) (A) requisition from any transfer agent of the PreferredStock a certificate or certificates for the number of Units of Preferred Stockto be purchased and the Company hereby irrevocably authorizes its transferagent to comply with all such requests or (B) if the Company shall haveelected to deposit the total number of Units of Preferred Stock issuable uponexercise of the Rights hereunder with a depositary agent, requisition from thedepositary agent a depositary receipt or depositary receipts representing suchnumber of Units of Preferred Stock as are to be purchased (in which casecertificates for the Units of Preferred Stock represented by such receipt orreceipts shall be deposited by the transfer agent with the depositary agent)and the Company hereby directs the depositary agent to comply with suchrequest; (ii) when appropriate, requisition from the Company the amount ofcash to be paid in lieu of issuance of fractional shares in accordance withSection 14; (iii) after receipt of such certificates or depositaryreceipts, cause the same to be delivered to or upon the order of the registeredholder of such Rights Certificate, registered in such name or names as may bedesignated by such holder; and (iv) when appropriate, after receiptthereof, deliver such cash to or upon the order of the registered holder ofsuch Rights Certificate. If the Company is obligated to issue other securitiesof the Company, pay cash and/or distribute other property pursuant toSection 11(a), the Company will make all arrangements necessary so thatsuch other securities, cash and/or other property are available fordistribution by the Rights Agent, if and when appropriate.

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    (d) Ifthe registered holder of any Rights Certificate shall exercise less than allthe Rights evidenced thereby, a new Rights Certificate evidencing a number ofRights equivalent to the number of Rights remaining unexercised shall be issuedby the Rights Agent to the registered holder of such Rights Certificate or tosuch registered holder’s duly authorized assigns, subject to Section 14.

    (e) Notwithstandinganything in this Agreement to the contrary, from and after the first occurrenceof a Triggering Event, any Rights beneficially owned by (i) an AcquiringPerson or an Associate or Affiliate of an Acquiring Person; (ii) atransferee of an Acquiring Person (or of any such Associate or Affiliate) whobecomes a transferee after the Acquiring Person becomes such; (iii) atransferee of an Acquiring Person (or of any such Associate or Affiliate) whobecomes a transferee prior to or concurrently with the Acquiring Personbecoming such and receives such Rights pursuant to either (A) a transfer(whether or not for consideration) from the Acquiring Person to holders ofequity interests in such Acquiring Person or to any Person with whom theAcquiring Person has any continuing agreement, arrangement or understandingregarding the transferred Rights or (B) a transfer which the board ofdirectors of the Company has determined is part of a plan, arrangement orunderstanding which has as a primary purpose or effect the avoidance of thisSection 7(e); or (iv) any subsequent transferee shall become null andvoid without any further action and no holder of such Rights shall have anyrights whatsoever with respect to such Rights or any Rights Certificate whichformerly evidenced such Rights, and neither the Company nor the Rights Agentshall have any obligations whatsoever with respect to such Rights or any RightsCertificate, whether under any provision of this Agreement or otherwise. TheCompany shall use its best efforts to ensure that the provisions ofSection 4(b) and this Section 7(e) are complied with, but shall haveno liability to any holder of Rights Certificates or to any other Person as aresult of its making or failing to make any determinations with respect to anAcquiring Person or any of such Acquiring Person’s Affiliates, Associates ortransferees or taking or failing to take any actions with respect any Rights orRights Certificates of any such Person.

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

    Section 8.*  Cancellation and Destruction of RightsCertificates.*  All Rights Certificates surrendered for thepurpose of exercise, transfer, split up, combination or exchange shall, ifsurrendered to the Company or to any of its agents, be delivered to the RightsAgent for cancellation or in cancelled form, or, if surrendered to the RightsAgent, shall be cancelled by it, and no Rights Certificates shall be issued inlieu thereof except as expressly permitted by this Agreement. The Company shalldeliver to the Rights Agent for cancellation and retirement, and the RightsAgent shall so cancel and retire, any other Rights Certificate purchased oracquired by the Company otherwise than upon the exercise thereof. The RightsAgent shall deliver all cancelled Rights Certificates to the Company, or shall,at the written request of the Company, destroy such cancelled RightsCertificates, and in such case shall deliver a certificate of destructionthereof to the Company.

    Section 9.*  Reservation and Availability of PreferredStock.*

    (a) TheCompany covenants and agrees that it will use its best efforts to cause to bereserved and kept available out of and to the extent of its authorized andunissued Preferred Stock not reserved for another purpose a number of sharesthat will be sufficient to permit the exercise in full of all outstandingRights. Upon the occurrence of any events resulting in an increase in theaggregate number of shares of Preferred Stock (or other equity securities ofthe Company) issuable upon exercise 

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of alloutstanding Rights above the number then reserved, the Company shall makeappropriate increases in the number of shares so reserved.

    (b) Ifthe Units of Preferred Stock to be issued and delivered upon the exercise ofthe Rights are at any time listed on a national securities exchange or includedfor quotation on any transaction reporting system, the Company shall during theperiod from the Distribution Date to the Expiration Date use its best effortsto cause all shares reserved for such issuance to be listed on such exchange orincluded for quotation on any such transaction reporting system upon officialnotice of issuance upon such exercise.

    (c) TheCompany shall use its best efforts to (i) file, as soon as practicablefollowing the earliest date after the first occurrence of aSection 11(a)(ii) Event in which the consideration to be delivered bythe Company upon exercise of the Rights has been determined in accordance withSection 11(a)(iii), or as soon as is required by law following theDistribution Date, as the case may be, a registration statement under theSecurities Act, with respect to the securities purchasable upon exercise of theRights on an appropriate form, (ii) cause such registration statement tobecome effective as soon as reasonably practicable after such filing, and(iii) cause such registration statement to remain effective (with aprospectus at all times meeting the requirements of the Securities Act) untilthe earlier of (A) the date as of which the Rights are no longerexercisable for such securities and (B) the Expiration Date. The Companywill also take such action as may be appropriate under, or to ensure compliancewith, the securities or “blue sky” laws of the various states in connectionwith the exercisability of the Rights. Notwithstanding any provision of thisAgreement to the contrary, the Rights shall not be exercisable in anyjurisdiction, unless the requisite qualification of the offering made uponexercise of the Rights in such jurisdiction shall have been obtained, or anexemption therefrom shall be available and until a registration statement hasbeen declared effective.

    (d) TheCompany covenants and agrees that it will take all such action as may benecessary to ensure that all Units of Preferred Stock (and, following theoccurrence of a Triggering Event, any other securities that may be deliveredupon exercise of Rights) shall, at the time of delivery of the certificates forsuch Units of Preferred Stock (subject to payment of the Purchase Price), beduly and validly authorized and issued and fully paid and non-assessable.

    (e) TheCompany further covenants and agrees that it will pay when due and payable anyand all federal and state transfer taxes and charges which may be payable inrespect of the issuance or delivery of the Rights Certificates or of any Unitsof Preferred Stock upon the exercise of Rights. The Company shall not, however,be required to pay any transfer tax which may be payable in respect of anytransfer or delivery of Rights Certificates to a person other than, or theissuance or delivery of certificates or depositary receipts for Units ofPreferred Stock in a name other than that of, the registered holder of theRights Certificate evidencing Rights surrendered for exercise or to issue or todeliver any certificates or depositary receipts for Units of Preferred Stockupon the exercise of any Rights until any such tax shall have been paid (anysuch tax being payable by the holder of such Rights Certificate at the time ofsurrender) or until it has been established to the Company’s reasonablesatisfaction that no such tax is due.

    Section 10.*  Preferred Stock Record Date.*  Eachperson in whose name any certificate for Units of Preferred Stock (or,following the occurrence of a Triggering Event, other securities) is issuedupon the exercise of Rights shall for all purposes be deemed to have become theholder of record of the Units of Preferred Stock (or, following the occurrenceof a Triggering Event, other securities) represented thereby on, and suchcertificate shall be dated, at the Close of Business on the date upon which theRights Certificate evidencing such Rights was duly surrendered and payment ofthe Purchase Price (and any applicable transfer taxes) was made; *provided*, *however*,that if the date of such surrender and payment is a date upon which thePreferred Stock (or, following the occurrence of a Triggering Event, othersecurities) transfer books of the Company are closed, such person shall bedeemed to have become the record holder of such shares at the Close of Businesson, and such certificate shall be 

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dated,the next succeeding Business Day on which such transfer books are open; *provided further*, *however*, that if delivery of Units ofPreferred Stock (or such other securities) is delayed pursuant toSection 9(c), such Persons shall be deemed to have become the recordholders of such Units of Preferred Stock (or such other securities) only whensuch Units first become deliverable. Prior to the exercise of the Rightsevidenced thereby, the holder of a Rights Certificate shall not be entitled toany rights of a stockholder of the Company with respect to securities for whichthe Rights shall be exercisable, including, without limitation, the right tovote, to receive dividends or other distributions or to exercise any preemptiverights, and shall not be entitled to receive any notice of any proceedings ofthe Company, except as expressly provided in this Agreement.

    Section 11.*  Adjustment of Purchase Price, Number ofShares or Number of Rights.*  The Purchase Price, thenumber and kinds of securities covered by each Right and the number of Rightsoutstanding are subject to adjustment from time to time as provided in thisSection 11.

    (a) (i)  Inthe event the Company shall at any time after the date of this Agreement(A) declare a dividend on the Preferred Stock payable in shares ofPreferred Stock, (B) subdivide the outstanding shares of Preferred Stock,(C) combine the outstanding Preferred Stock into a smaller number ofshares Preferred Stock, or (D) issue any shares of its capital stock in areclassification of the Preferred Stock (including any such reclassification inconnection with a consolidation or merger in which the Company is thecontinuing or surviving corporation), except as otherwise provided in thisSection 11(a), the Purchase Price in effect at the time of the record datefor such dividend or of the effective date of such subdivision, combination orreclassification, and the number and kind of shares of capital stock for whichthe Rights shall be exercisable, shall be proportionately adjusted so that theholder of any Rights exercised after such time shall be entitled to receive,upon payment of the Purchase Price then in effect, the aggregate number andkind of shares of capital stock which, if such Rights had been exercisedimmediately prior to such date and at a time when the applicable transfer bookswere open, such holder would have owned upon such exercise and been entitled toreceive by virtue of such dividend, subdivision, combination orreclassification; *provided*, *however*, that in no event shall theconsideration to be paid upon the exercise of one Right be less than theaggregate par value of the shares of capital stock issuable upon exercise ofone Right. If an event occurs which would require an adjustment under both thisSection 11(a)(i) and Section 11(a)(ii), the adjustment provided forin this Section 11(a)(i) shall be in addition, and shall be madeprior, to any adjustment required pursuant to Section 11(a)(ii).

    (ii) Subject toSection 24, if:

    (A) any Person shallbecome an Acquiring Person, unless the event causing the Person to become anAcquiring Person is a transaction to which the provisions of Section 13(a)apply;

    (B) any Acquiring Personor any Associate or Affiliate of any Acquiring Person, at any time after thedate of this Agreement, directly or indirectly, shall (1) merge into theCompany or otherwise combine with the Company and the Company shall be thecontinuing or surviving corporation of such merger or combination and shares ofCommon Stock of the Company shall remain outstanding and unchanged, (2) inone transaction or a series of transactions, transfer any assets to the Companyor any of its Subsidiaries in exchange (in whole or in part) for shares ofCommon Stock of the Company, for other equity securities of the Company or anyof its Subsidiaries, or for securities exercisable for or convertible intoshares of equity securities of the Company or any of its Subsidiaries (whethershares of Common Stock of the Company or otherwise) or otherwise obtain fromthe Company or any of its Subsidiaries, with or without consideration, anyadditional shares of such equity securities or securities exercisable for orconvertible into such equity securities (other than pursuant to a pro ratadistribution to all holders of shares of Common Stock of the Company), (3) sell,purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire ordispose of, in one transaction or a series of transactions, to, from or withthe Company or any of its Subsidiaries 

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or any employee benefit plan maintained by the Companyor any of its Subsidiaries or any trustee or fiduciary with respect to suchplan acting in such capacity, assets (including securities) on terms andconditions less favorable to the Company or such Subsidiary or plan than thosethat could have been obtained in arm’s-length negotiations with an unaffiliatedthird party, other than pursuant to a transaction set forth inSection 13(a), (4) sell, purchase, lease, exchange, mortgage, pledge,transfer or otherwise acquire or dispose of, in one transaction or a series oftransactions, to, from or with the Company or any of its Subsidiaries or anyemployee benefit plan maintained by the Company or any of its Subsidiaries orany trustee or fiduciary with respect to such plan acting in such capacity(other than transactions, if any, consistent with those engaged in, as of thedate hereof, by the Company and such Acquiring Person or such Associate orAffiliate), assets (including securities or intangible assets) having anaggregate fair market value of more than $5,000,000, other than pursuant to atransaction set forth in Section 13(a), (5) receive, or any designee,agent or representative of such Acquiring Person or any Affiliate or Associateof such Acquiring Person shall receive, any compensation from the Company orany of its Subsidiaries other than compensation for full-time employment as aregular employee at rates in accordance with the Company’s (or its Subsidiaries’)past practices, or (6) receive the benefit, directly or indirectly (exceptproportionately as a holder of shares of Common Stock of the Company or asrequired by law or governmental regulation), of any loans, advances,guarantees, pledges or other financial assistance or any tax credits or othertax advantages provided by the Company or any of its Subsidiaries or anyemployee benefit plan maintained by the Company or any of its Subsidiaries orany trustee or fiduciary with respect to such plan acting in such capacity; or

    (C) during such time asthere is an Acquiring Person, there shall be any reclassification of securities(including any reverse stock split), or recapitalization of the Company, or anymerger or consolidation of the Company with any of its Subsidiaries or anyother transaction or series of transactions involving the Company or any of itsSubsidiaries, other than a transaction or transactions to which the provisionsof Section 13(a) apply (whether or not with or into or otherwise involvingan Acquiring Person), which has the effect, directly or indirectly, ofincreasing by more than one percent the proportionate share of the outstandingshares of any class of equity securities of the Company or any of itsSubsidiaries that is directly or indirectly beneficially owned by any AcquiringPerson or any Person or any Associate or Affiliate of any Acquiring Person;

    then promptly following theoccurrence of an event described in Section 11(a)(ii)(A), (B) or(C) (a “Section 11(a)(ii) Event”), proper provision shall bemade so that each holder of a Right, except as otherwise provided inSection 7(e), shall thereafter have the right to receive for each Right,upon exercise thereof in accordance with the terms of this Agreement andpayment of the then-current Purchase Price, in lieu of the number of Units ofPreferred Stock for which a Right was exercisable immediately prior to thefirst occurrence of a Section 11(a)(ii) Event, such number of Unitsof Preferred Stock as shall equal the result obtained by multiplying thethen-current Purchase Price by the then number of Units of Preferred Stock forwhich a Right was exercisable (or would have been exercisable if theDistribution Date had occurred) immediately prior to the first occurrence of aTriggering Event, and dividing that product by 50% of the Current Per ShareMarket Price for shares of Common Stock on the date of occurrence of theTriggering Event (such number of Units of Preferred Stock being hereinafterreferred to as the “Adjustment Shares”). Upon the occurrence of aSection 13 Event, any Rights that shall not have been previously exercisedpursuant to this Section 11(a)(ii) shall thereafter be exercisableonly pursuant to Section 13 and not pursuant to thisSection 11(a)(ii).

    (iii) In the event thatthe number of shares of Preferred Stock which are authorized by the Company’scertificate of incorporation but not outstanding or reserved for issuance forpurposes other than upon exercise of the Rights are not sufficient to permitthe exercise in full of the 

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Rights, or if any necessary regulatory approval forsuch issuance has not been obtained by the Company, the Company shall, in lieuof issuing Units of Preferred Stock in accordance withSection 11(a)(ii) hereof: (A) determine the excess of(1) the value of the Units of Preferred Stock issuable upon the exerciseof a Right (the “Current Value”) over (2) the Purchase Price (such excessbeing referred to as the “Spread”) and (B) with respect to each Right,make adequate provision to substitute for such Units of Preferred Stock, uponexercise of the Rights, (1) cash, (2) a reduction in the PurchasePrice, (3) other equity securities of the Company (including, withoutlimitation, Common Stock of the Company or shares or units of shares of anyseries of preferred stock which the board of directors of the Company shallhave conclusively deemed to have the same value as the Units of Preferred Stock(such shares or units of preferred stock are herein called “Preferred StockEquivalents”)), except to the extent that the Company has not obtained anynecessary regulatory approval for such issuance, (4) debt securities ofthe Company, except to the extent that the Company has not obtained anynecessary regulatory approval for such issuance, (5) other assets, or(6) any combination of the foregoing, having an aggregate value equal tothe Current Value, as determined by the board of directors of the Company basedupon the advice of a nationally recognized investment banking firm selected bythe board of directors of the Company (which determination shall be describedin a statement filed with the Rights Agent and shall be conclusive and bindingon the Rights Agent, the holders of the Rights and all other persons); *provided*, *however*,if the Company shall not have made adequate provision to deliver value pursuantto clause (B) above within thirty days following the later of(x) occurrence of a Section 11(a)(ii) Event, and (y) thedate on which the Company’s right of redemption pursuant to Section 23(a)expires (the later of (x) and (y) being referred to herein as the “Section11(a)(iii) Trigger Date”), then the Company shall be obligated to deliver, uponthe surrender for exercise of a Right and without requiring payment of thePurchase Price, Units of Preferred Stock (to the extent available), and then,if necessary, cash, having an aggregate value equal to the Spread.

    (b) Ifthe Company shall fix a record date for the issuance of rights, options orwarrants to all holders of Preferred Stock entitling them (for a periodexpiring within forty five calendar days after such record date) to subscribefor or purchase Preferred Stock (or shares having the same rights, privilegesand preferences as the Preferred Stock (“Equivalent Preferred Stock”)) orsecurities convertible into Preferred Stock or Equivalent Preferred Stock at aprice per Unit of Preferred Stock or Equivalent Preferred Stock (or having aconversion price per Unit, if a security convertible into Units of PreferredStock or Equivalent Preferred Stock) less than the then Current Per ShareMarket Price (as determined pursuant to Section 11(d)) of a Unit ofPreferred Stock on such record date, the Purchase Price to be in effect aftersuch record date shall be determined by multiplying the Purchase Price ineffect immediately prior to such record date by a fraction, the numerator ofwhich shall be the sum of the number of Units of Preferred Stock outstanding onsuch record date plus the number of Units of Preferred Stock which theaggregate offering price of the total number of Units of Preferred Stock and/orEquivalent Preferred Stock so to be offered (and/or the aggregate initialconversion price of the convertible securities so to be offered) would purchaseat such Current Per Share Market Price and the denominator of which shall bethe sum of the number of Units of Preferred Stock outstanding on such recorddate plus the number of additional Units of Preferred Stock and/or EquivalentPreferred Stock to be offered for subscription or purchase (or into which theconvertible securities so to be offered are initially convertible). If suchsubscription price may be paid in a consideration part or all of which shall bein a form other than cash, the value of such consideration shall be asdetermined in good faith by the board of directors of the Company, whosedetermination shall be described in a statement filed with the Rights Agent andshall be conclusive and binding on the Rights Agent and the holders of theRights. Units of Preferred Stock owned by or held for the account of theCompany shall not be deemed outstanding for the purpose of any such computation.Such adjustment shall be made successively whenever such a record date isfixed; and if such rights, options or warrants are not so issued, the PurchasePrice shall be adjusted to be the Purchase Price which would then be in effectif such record date had not been fixed.

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    (c) Ifthe Company shall fix a record date for a distribution to all holders of Unitsof Preferred Stock (including any such distribution made in connection with aconsolidation or merger in which the Company is the continuing or survivingcorporation) of evidences of indebtedness, cash (other than a regular quarterlycash dividend), assets (other than a dividend payable in Units of PreferredStock but including any dividend payable in equity securities other thanPreferred Stock) or subscription rights or warrants (excluding those referredto in Section 11(d)), the Purchase Price to be in effect after such recorddate shall be determined by multiplying the Purchase Price in effectimmediately prior to such record date by a fraction, the numerator of whichshall be the then Current Per Share Market Price (as determined pursuant toSection 11(d)) of the Preferred Stock on such record date, less the fairmarket value (as determined in good faith by the board of directors of theCompany, whose determination shall be described in a statement filed with theRights Agent and shall be conclusive and binding on the Rights Agent and theholders of the Rights) of the cash, assets or evidences of indebtedness to bedistributed or of such subscription rights or warrants distributable in respectof a share of Preferred Stock, and the denominator of which shall be suchCurrent Per Share Market Price of a share of Preferred Stock. Such adjustmentsshall be made successively whenever such a record date is fixed; and in theevent that such distribution is not so made, the Purchase Price shall again beadjusted to be the Purchase Price which would then be in effect if such recorddate had not been fixed.

    (d) (i) Forthe purpose of any computation hereunder, the “Current Per Share Market Price”of any security on any date shall be deemed to be the average of the dailyclosing prices per share of such security for the thirty consecutive TradingDays (as such term is hereinafter defined) ending on and including the TradingDay immediately prior to such date; *provided*,*however*, that in the event thatthe Current Per Share Market Price of the security is determined during aperiod following the announcement by the issuer of such security of (A) adividend or distribution on such security payable in shares of such security orsecurities convertible into such shares, or (B) any subdivision,combination or reclassification of such security and prior to the expiration ofthirty Trading Days after and not including the ex-dividend date for suchdividend or distribution, or the record date for such subdivision, combinationor reclassification, then, and in each such case, the Current Per Share MarketPrice shall be appropriately adjusted to reflect the current market price pershare equivalent of such security. The closing price for each day shall be thelast 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 asreported in the principal consolidated transaction reporting system withrespect to securities listed or admitted to trading on the Nasdaq Stock Market(“NASDAQ”) or, if the security is not listed or admitted to trading on theNASDAQ, as reported in the principal consolidated transaction reporting systemwith respect to securities listed on the principal national securities exchangeon which the security is listed or admitted to trading or, if the security isnot listed or admitted to trading on any national securities exchange, the lastquoted price or, if not so quoted, the average of the high bid and low askedprices in the over-the-counter market, as reported by the NASDAQ or such othersystem then in use, or, if on any such date the security is not quoted by anysuch organization, the average of the closing bid and asked prices as furnishedby a professional market maker making a market in the security selected by theboard of directors of the Company. If on any such date no market maker ismaking a market in the security, the Current Per Share Market Price of suchsecurity on such date shall mean the fair value per share or other trading unitas determined in good faith by the board of directors of the Company asprovided for above (which determination shall be described in a statement filedwith the Rights Agent and shall be conclusive and binding on the Rights Agent,the holders of the Rights and all other persons). The term “Trading Day” shallmean a day on which the principal national securities exchange on which thesecurity is listed or admitted to trading is open for the transaction ofbusiness or, if the security is not listed or admitted to trading on anynational securities exchange, a Business Day.

    (ii) For the purpose ofany computation hereunder, the Current Per Share Market Price of the PreferredStock shall be determined in accordance with the method set forth inSection 11(d)(i). If the Current Per Share Market Price of the PreferredStock cannot be 

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determined in the manner provided above or if thePreferred Stock is not publicly held or listed or traded in a manner describedin Section 11(d)(i), the Current Per Share Market Price of the PreferredStock shall be conclusively deemed to be an amount equal to the product of$1,000 (as such amount may be appropriately adjusted for such events as stocksplits, stock dividends and recapitalizations with respect to shares of CommonStock of the Company occurring after the date of this Agreement) multiplied bythe Current Per Share Market Price of Common Stock of the Company. If no sharesof the Common Stock of the Company or the Preferred Stock are publicly held orso listed or traded, “Current Per Share Market Price” of the Preferred Stockshall mean the fair value per share as determined in good faith by the board ofdirectors of the Company, whose determination shall be described in a statementfiled with the Rights Agent and shall be conclusive and binding on the RightsAgent and the holders of the Rights. For all purposes of this Agreement, theCurrent Per Share Market Price of a Unit of Preferred Stock shall be equal tothe Current Per Share Market Price of one share of Preferred Stock divided by1,000.

    (e) Noadjustment in the Purchase Price shall be required unless such adjustment wouldrequire an increase or decrease of at least one percent in the Purchase Price; *provided*, *however*,that any adjustments which by reason of this Section 11(e) are notrequired to be made shall be carried forward and taken into account in anysubsequent adjustment. All calculations under this Section 11 shall bemade to the nearest cent or to the nearest one-hundred-thousandth (1/100,000)of a share of Preferred Stock or one-hundredth (1/100) of any other share orsecurity as the case may be. Notwithstanding the first sentence of thisSection 11(e), any adjustment required by this Section 11 shall bemade no later than the earlier of (i) three years from the date of thetransaction which requires such adjustment or (ii) the Expiration Date.

    (f)  Ifas a result of an adjustment made pursuant to Section 11(a)(ii), theholder of any Rights thereafter exercised shall become entitled to receive anyshares of capital stock of the Company other than Units of Preferred Stock,thereafter the number of such other shares so receivable upon exercise of anyRights and the Purchase Price thereof shall be subject to adjustment from timeto time in a manner and on terms as nearly equivalent as practicable to theprovisions with respect to the Preferred Stock contained in Sections 11(a),(b), (c), (d), (e), (g), (h), (i), (j), (k), (l) and (m), and theprovisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stockshall apply on like terms to any such other shares.

    (g) AllRights originally issued by the Company subsequent to any adjustment made tothe Purchase Price shall evidence the right to purchase, at the adjustedPurchase Price, the number of Units of Preferred Stock purchasable from time totime upon exercise of the Rights, all subject to further adjustment as providedin this Agreement.

    (h) Unlessthe Company shall have exercised its election under Section 11(i), uponeach adjustment of the Purchase Price as a result of the calculations made inSections 11(b) and (c), each Right outstanding immediately prior to the makingof such adjustment shall thereafter evidence the right to purchase, at theadjusted Purchase Price, that number of Units of Preferred Stock (calculated tothe nearest one-millionth of a share of Preferred Stock) obtained by dividing(i) the product obtained by multiplying (x) the number of Units ofPreferred Stock covered by a Right immediately prior to this adjustment by(y) the Purchase Price in effect immediately prior to such adjustment ofthe Purchase Price, by (ii) the Purchase Price in effect immediately aftersuch adjustment of the Purchase Price.

    (i)  TheCompany may elect on or after the date of any adjustment of the Purchase Priceto adjust the number of Rights, in substitution for any adjustment in thenumber of Units of Preferred Stock purchasable upon the exercise of a Right.Each of the Rights outstanding after such adjustment of the number of Rightsshall be exercisable for the number of Units of Preferred Stock for which aRight was exercisable immediately prior to such ajustment.  Each right held of record prior to such

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adjustmentof the number of Rights shall become that number of Rights (calculated to thenearest one-thousandth) obtained by dividing the Purchase Price in effectimmediately prior to adjustment of the Purchase Price by the Purchase Price ineffect immediately after adjustment of the Purchase Price. The Company shallmake a public announcement of its election to adjust the number of Rights,indicating the record date for the adjustment, and, if known at the time, theamount of the adjustment to be made. This record date may be the date on whichthe Purchase Price is adjusted or any day thereafter, but, if the RightsCertificates have been issued, shall be at least ten days later than the dateof the public announcement. If Rights Certificates have been issued, upon eachadjustment of the number of Rights pursuant to this Section 11(i), theCompany shall, as promptly as practicable, cause to be distributed to holdersof record of Rights Certificates on such record date Rights Certificatesevidencing, subject to Section 14, the additional Rights to which suchholders shall be entitled as a result of such adjustment, or, at the option ofthe Company, shall cause to be distributed to such holders of record in substitutionand replacement for the Rights Certificates held by such holders prior to thedate of adjustment, and upon surrender thereof, if required by the Company, newRights Certificates evidencing all the Rights to which such holders shall beentitled after such adjustment. Rights Certificates to be so distributed shallbe issued, executed and countersigned in the manner provided for herein andshall be registered in the names of the holders of record of RightsCertificates on the record date specified in the public announcement.

    (j)  Irrespectiveof any adjustment or change in the Purchase Price or the number of Units ofPreferred Stock issuable upon the exercise of the Rights, the RightsCertificates theretofore and thereafter issued may continue to express thePurchase Price per Unit and the number of Units of Preferred Stock which wereexpressed in the initial Rights Certificates issued hereunder.

    (k) Beforetaking any action that would cause an adjustment reducing the Purchase Pricebelow the then par value of the number of Units of Preferred Stock issuableupon exercise of the Rights, the Company shall take any corporate action whichmay, in the opinion of its counsel, be necessary in order that the Company mayvalidly and legally issue fully paid and nonassessable number of Units ofPreferred Stock at such adjusted Purchase Price.

    (l)  Inany case in which this Section 11 shall require that an adjustment in thePurchase Price be made effective as of a record date for a specified event, theCompany may elect to defer until the occurrence of such event the issuing tothe holder of any Rights exercised after such record date of that number ofUnits of Preferred Stock and other capital stock or securities of the Company,if any, issuable upon such exercise over and above the Units of Preferred Stockand other capital stock or securities of the Company, if any, issuable uponsuch exercise on the basis of the Purchase Price in effect prior to suchadjustment; *provided*, *however*, that the Company shall deliver tosuch holder a due bill or other appropriate instrument evidencing such holder’sright to receive such additional shares (fractional or otherwise) upon theoccurrence of the event requiring such adjustment.

    (m) Anythingin this Section 11 to the contrary notwithstanding, the Company shall beentitled to make such reductions in the Purchase Price, in addition to thoseadjustments expressly required by this Section 11, as and to the extentthat it in its sole discretion shall determine to be advisable in order thatany (i) consolidation or subdivision of the Preferred Stock,(ii) issuance wholly for cash of any Unit of Preferred Stock at less thanthe Current Per Share Market Price, (iii) issuance wholly for cash ofPreferred Stock or securities which by their terms are convertible into orexchangeable for Preferred Stock, (iv) dividends on Preferred Stockpayable in Preferred Stock, or (v) issuance of rights, options or warrantsreferred to in this Section 11, hereafter made by the Company to holdersof Units of its Preferred Stock shall not be taxable to such stockholders.

    (n) TheCompany shall not, at any time after the Distribution Date,(i) consolidate with any other Person (other than a Subsidiary of theCompany in a transaction 

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which complieswith Section 11(o)), (ii) merge with or into any other Person (otherthan a Subsidiary of the Company in a transaction which complies withSection 11(o)), or (iii) sell or transfer (or permit any Subsidiaryto sell or transfer), in one transaction, or a series of transactions, assetsor earning power aggregating more than 50% of the assets or earning power ofthe Company and its Subsidiaries (taken as a whole) to any other Person orPersons (other than the Company and/or any of its Subsidiaries in one or moretransactions each of which complies with Section 11(o)), if (x) atthe time of or immediately after such consolidation, merger or sale there areany rights, warrants or other instruments or securities outstanding oragreements in effect which would substantially diminish or otherwise eliminatethe benefits intended to be afforded by the Rights or (y) prior to,simultaneously with or immediately after such consolidation, merger or sale,the Person which constitutes, or would constitute, the Principal Party (asdefined in Section 13(b)) shall have distributed or otherwise transferredto its stockholders or other persons holding an equity interest in such Person,Rights previously owned by such Person or any of its Affiliates and Associates;*provided*, *however*, this Section 11(n) shall notaffect the ability of any Subsidiary of the Company to consolidate with, mergewith or into, or sell or transfer assets or earning power to, any otherSubsidiary of the Company.

    (o) Afterthe Distribution Date, the Company shall not, except as permitted bySection 23 or Section 26, take (or permit any of its Subsidiaries totake) any action if at the time such action is taken it is reasonablyforeseeable that such action will diminish substantially or otherwise eliminatethe benefits intended to be afforded by the Rights.

    (p) If,at any time after the date of this Agreement and prior to the DistributionDate, the Company shall (i) declare or pay any dividend on outstandingshares of Common Stock of the Company payable in shares of Common Stock of theCompany or (ii) effect a subdivision, combination or consolidation of theCommon Stock of the Company (by reclassification or otherwise than by paymentof dividends in shares of Common Stock of the Company) into a greater or lessernumber of shares of Common Stock of the Company, then in any such case thenumber of Units of Preferred Stock purchasable after such event upon properexercise of each Right shall be determined by multiplying the number of Unitsof Preferred Stock so purchasable immediately prior to such event by afraction, the numerator of which shall be the number of shares of Common Stockof the Company outstanding immediately before such event and the denominator ofwhich shall be the number of shares of Common Stock of the Company outstandingimmediately after such event. The adjustments provided for in thisSection 11(p) shall be made successively whenever such a dividend isdeclared or paid or such a subdivision, combination or consolidation is effected.

    Section 12.  *Certificate of Adjusted Purchase Price or Number ofShares.*  Whenever an adjustment is made as provided inSections 11 and 13, the Company shall promptly (a) prepare a certificatesetting forth such adjustment, and a brief statement of the facts accountingfor such adjustment, (b) file with the Rights Agent and with each transferagent for the shares of Common Stock of the Company or Units of Preferred Stocka copy of such certificate and (c) mail a brief summary thereof to eachholder of a Rights Certificate in accordance with Section 25 hereof.Notwithstanding the foregoing sentence, the failure by the Company to make suchcertification or give such notice shall not affect the validity of or the forceor effect of the requirement for such adjustment. The Rights Agent shall befully protected in relying on any such certificate and on any adjustmentcontained therein and shall not be deemed to have knowledge of such adjustmentunless and until it shall have received such certificate.

    Section 13.  *Consolidation, Merger or Sale or Transfer of Assetsor Earning Power.*

    (a) Inthe event that, following a Share Acquisition Date, directly or indirectly,(x) the Company shall consolidate with, or merge with and into, any otherPerson (other than a Subsidiary of the Company in a transaction which complieswith Section 11(o)), and the Company shall not be the continuing orsurviving corporation of such consolidation or merger, (y) any Person(other than a Subsidiary of the Company in a transaction which complies withSection 11(o)) shall consolidate with the Company, or merge with and intothe Company and the Company shall be the continuing or 

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survivingcorporation of such consolidation or merger and, in connection with suchconsolidation or merger, all or part of the shares of Common Stock of theCompany shall be changed into or exchanged for stock or other securities of anyother Person or cash or any other property, or (z) the Company shall sellor otherwise transfer (or one or more of its Subsidiaries shall sell orotherwise transfer) to any Person or Persons (other than a Subsidiary of theCompany in a transaction which complies with Section 11(o)), in one ormore transactions, directly or indirectly, assets or earning power aggregating50% or more of the assets or earning power of the Company and its Subsidiaries(taken as a whole), (any such event being a “Section 13 Event”), then, andin each such case, proper provision shall be made so that: (i) each holderof a Right, except as provided in Section 7(e), shall thereafter have theright to receive, upon the exercise thereof at the then current Purchase Price,such number of validly authorized and issued, fully paid and non-assessableshares of Common Stock of the Principal Party, which shares shall not besubject to any liens, encumbrances, rights of first refusal, transferrestrictions or other adverse claims, as shall be equal to the result obtainedby (1) multiplying the then current Purchase Price by the number of Unitsof Preferred Stock for which a Right is exercisable immediately prior to thefirst occurrence of a Section 13 Event (or, if a Section 11(a)(ii)Event has occurred prior to the first occurrence of a Section 13 Event,multiplying the number of such Units of Preferred Stock for which a Right wouldbe exercisable hereunder but for the occurrence of suchSection 11(a)(ii) Event by the Purchase Price which would be ineffect hereunder but for such first occurrence) and (2) dividing thatproduct (which, following the direct occurrence of a Section 13 Event,shall be the “Purchase Price” for all purposes of this Agreement) by 50% of theCurrent Per Share Market Price of the shares of Common Stock of such PrincipalParty on the date of consummation of such Section 13 Event; (ii) suchPrincipal Party shall thereafter be liable for, and shall assume, by virtue ofsuch Section 13 Event, all the obligations and duties of the Companypursuant to this Agreement; (iii) the term “Company” shall, for allpurposes of this Agreement, thereafter be deemed to refer to such PrincipalParty, it being specifically intended that the provisions of Section 11shall apply only to such Principal Party following the first occurrence of aSection 13 Event; (iv) such Principal Party shall take such steps(including, but not limited to, the reservation of a sufficient number ofshares of its Common Stock) in connection with the consummation of any suchtransaction as may be necessary to ensure that the provisions of this Agreementshall thereafter be applicable to its shares of Common Stock thereafterdeliverable upon the exercise of the Rights; and (v) the provisions ofSection 11(a)(ii) shall be of no further effect following the firstoccurrence of any Section 13 Event.

    (b) ”PrincipalParty” shall mean:

    (i)  in the case ofany transaction described in clause (x) or (y) of the first sentenceof Section 13(a), (A) the Person that is the issuer of any securitiesinto which shares of Common Stock of the Company are converted in such mergeror consolidation, or, if there is more than one such issuer, the issuer whoseoutstanding shares of Common Stock have the greatest aggregate Current PerShare Market Price and (B) if no securities are so issued, the Person thatis the other party to such merger or consolidation, or, if there is more thanone such Person, the Person whose outstanding shares of Common Stock have thegreatest aggregate Current Per Share Market Price; and

    (ii) in the case of anytransaction described in clause (z) of the first sentence ofSection 13(a), the Person that is the party receiving the largest portionof the assets or earning power transferred pursuant to such transaction ortransactions, or, if each Person that is a party to such transaction ortransactions receives the same portion of the assets or earning powertransferred pursuant to such transaction or transactions or if the Personreceiving the largest portion of the assets or earning power cannot bedetermined, whichever Person whose outstanding shares of Common Stock have thegreatest aggregate Current Per Share Market Price; *provided*, *however*,that in any such case, (1) if the Common Stock of such Person is not atsuch time and has not been continuously over the preceding twelve-month periodregistered under Section 12 of 

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the Exchange Act (“Registered Common Stock”), or suchPerson is not a corporation, and such Person is a direct or indirect Subsidiaryof another Person that has Registered Common Stock outstanding, “PrincipalParty” shall refer to such other Person; (2) if the Common Stock of suchPerson is not Registered Common Stock or such Person is not a corporation, andsuch Person is a direct or indirect Subsidiary of another Person but is not adirect or indirect Subsidiary of another Person which has Registered CommonStock outstanding, “Principal Party” shall refer to the ultimate parent entityof such first-mentioned Person; (3) if the Common Stock of such Person isnot Registered Common Stock or such Person is not a corporation, and suchPerson is directly or indirectly controlled by more than one Person, and one ormore of such other Persons has Registered Common Stock outstanding, “PrincipalParty” shall refer to whichever of such other Persons is the issuer of theRegistered Common Stock having the highest aggregate Current Per Share MarketPrice; and (4) if the Common Stock of such Person is not Registered CommonStock or such Person is not a corporation, and such Person is directly orindirectly controlled by more than one Person, and none of such other Personshas Registered Common Stock outstanding, “Principal Party” shall refer towhichever ultimate parent entity is the corporation having the greateststockholders’ equity or, if no such ultimate parent entity is a corporation,shall refer to whichever ultimate parent entity is the entity having thegreatest net assets.

    (c) TheCompany shall not consummate any such consolidation, merger, sale or transferunless the Principal Party shall have a sufficient number of authorized sharesof its Common Stock which have not been issued or reserved for issuance topermit the exercise in full of the Rights in accordance with thisSection 13, and unless prior thereto the Company and such Principal Partyshall have executed and delivered to the Rights Agent a supplemental agreementproviding for the terms set forth in paragraphs (a) and (b) of thisSection 13 and further providing that the Principal Party will:

    (i)  (A) file on anappropriate form, as soon as practicable following the execution of suchagreement, a registration statement under the Securities Act with respect tothe shares of Common Stock of such Principal Party that may be acquired uponexercise of the Rights, (B) cause such registration statement to remaineffective (and to include a prospectus complying with the requirements of theSecurities Act) until the Expiration Date, and (C) as soon as practicablefollowing the execution of such agreement take such action as may be requiredto ensure that any acquisition of such shares of Common Stock of such PrincipalParty upon the exercise of the Rights complies with any applicable statesecurities or “blue sky” laws; and

    (ii) deliver to holdersof the Rights historical financial statements for the Principal Party and eachof its Affiliates which comply in all respects with the requirements forregistration on Form 10 (or any successor form) under the Exchange Act.

    (d) Incase the Principal Party which is to be a party to a transaction referred to inthis Section 13 has a provision in any of its authorized securities or inits certificate of incorporation, bylaws or other instrument governing itscorporate affairs, which provision would have the effect of (i) causingsuch Principal Party to issue, in connection with, or as a consequence of, theconsummation of a transaction referred to in this Section 13, shares ofCommon Stock of such Principal Party at less than the Current Per Share MarketPrice or securities exercisable for, or convertible into, shares of CommonStock of such Principal Party at less than the Current Per Share Market Price(other than to holders of Rights pursuant to this Section 13) or(ii) providing for any special payment, tax or similar provisions inconnection with the issuance of the shares of Common Stock of such PrincipalParty pursuant to the provisions of this Section 13, then, in such event,the Company shall not consummate any such transaction unless prior thereto theCompany and such Principal Party shall have executed and delivered to theRights Agent a supplemental agreement providing that the provision in questionof such Principal Party shall have been cancelled, waived or amended, or thatthe authorized securities shall be redeemed, so that the applicable provisionwill have no effect in connection with, or as a consequence of, theconsummation of the proposed transaction.

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    (e) Theprovisions of this Section 13 shall similarly apply to successive mergersor consolidations or sales or other transfers. In the event that aSection 13 Event shall occur at any time after the occurrence of aSection 11(a)(ii) Event, the Rights that have not theretofore beenexercised shall thereafter be exercisable in the manner provided inSection 13(a).

    Section 14.  *Fractional Rights and Fractional Shares.*

    (a) TheCompany shall not be required to issue fractions of Rights or to distributeRights Certificates which evidence fractional Rights. In lieu of suchfractional Rights, there shall be paid to the registered holders of the RightsCertificates with regard to which such fractional Rights would otherwise beissuable, an amount in cash equal to the same fraction of the Current Per ShareMarket Price of a whole Right. For purposes of this Section 14(a), theCurrent Per Share Market Price of a whole Right shall be the closing price pershare of a whole Right on the Trading Day immediately prior to the date onwhich such fractional Rights would have been otherwise issuable.

    (b) TheCompany shall not be required to issue fractions of Preferred Stock (other thanfractions which are integral multiples of one one-thousandth of a share ofPreferred Stock) upon exercise of the Rights or to distribute certificateswhich evidence fractional Preferred Stock (other than fractions which areintegral multiples of one one-thousandth of a share of Preferred Stock).Fractions of Preferred Stock in integral multiples of one one-thousandth of ashare of Preferred Stock may, at the election of the Company, be evidenced bydepositary receipts, pursuant to an appropriate agreement between the Companyand a depositary selected by it; *provided*,*however*, that such agreementshall provide that the holders of such depositary receipts shall have all therights, privileges and preferences to which they are entitled as beneficialowners of the Preferred Stock represented by such depositary receipts. In lieuof fractional shares of Preferred Stock that are not integral multiples of oneone-thousandth of a share of Preferred Stock, the Company shall pay to theregistered holders of Rights Certificates at the time such Rights are exercisedas herein provided an amount in cash equal to the same fraction of the CurrentPer Share Market Price of one share of Preferred Stock.

    (c) Theholder of a Right by the acceptance of the Right expressly waives such holder’sright to receive any fractional Rights or any fractional shares upon exerciseof a Right (except as provided above).

    Section 15.  *Rights of Action.*  All rights ofaction in respect of this Agreement, excepting the rights of action given tothe Rights Agent under Section 18, are vested in the respective registeredholders of the Rights Certificates (and, prior to the Distribution Date, theregistered holders of certificates representing shares of Common Stock of theCompany); and any registered holder of any Rights Certificate (or, prior to theDistribution Date, a certificate representing shares of Common Stock of theCompany), without the consent of the Rights Agent or of the holder of any otherRights Certificate (or, prior to the Distribution Date, of a certificaterepresenting shares of Common Stock of the Company), may, in such holder’s ownbehalf and for such holder’s own benefit, enforce, and may institute andmaintain any suit, action or proceeding against the Company to enforce, orotherwise act in respect of, such holder’s right to exercise the Rightsevidenced by such Rights Certificate or, prior to the Distribution Date, in themanner provided in such Rights Certificate and in this Agreement. Withoutlimiting the foregoing or any remedies available to the holders of Rights, itis specifically acknowledged that the holders of Rights would not have anadequate remedy at law for any breach of this Agreement and will be entitled tospecific performance of the obligations hereunder, and injunctive reliefagainst actual or threatened violations of the obligations of any Personsubject to this Agreement.

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    Section 16.  *Agreement of Rights Holders.*  Everyholder of a Right, by accepting the same, consents and agrees with the Companyand the Rights Agent and with every other holder of a Right that:

    (a) priorto the Distribution Date, the Rights will be transferable only in connectionwith the transfer of shares of Common Stock of the Company;

    (b) afterthe Distribution Date, the Rights Certificates are transferable only on theregistry books of the Rights Agent if surrendered at the office of the RightsAgent designated for such purpose, duly endorsed or accompanied by a properinstrument of transfer;

    (c) subjectto Sections 6(a) and 7(f), the Company and the Rights Agent may deem and treatthe person in whose name the Rights Certificate (or, prior to the DistributionDate, the associated Common Stock certificate) is registered as the absoluteowner thereof and of the Rights evidenced thereby (notwithstanding anynotations of ownership or writing on the Rights Certificates or the associatedCommon Stock certificate made by anyone other than the Company or the RightsAgent) for all purposes whatsoever, and neither the Company nor the Rights Agentshall be affected by any notice to the contrary;

    (d) suchholder expressly waives any right to receive any fractional Rights and anyfractional securities upon exercise or exchange of a Right, except as otherwiseprovided in Section 14; and

    (e) notwithstandinganything in this Agreement to the contrary, neither the Company nor the RightsAgent shall have any liability to any holder of a Right or other Person as aresult of its inability to perform any of its obligations under this Agreementby reason of any preliminary or permanent injunction or other order, decree orruling issued by a court of competent jurisdiction or by a governmental,regulatory or administrative agency or commission, or any statute, rule,regulation or executive order promulgated or enacted by any governmentalauthority, prohibiting or otherwise restraining performance of such obligation;*provided*, *however*, the Company shall usecommercially reasonably efforts to have any such order, decree or ruling liftedor otherwise overturned as soon as practicable.

    Section 17.  *Rights Certificate Holder Not Deemed a Stockholder.*  Noholder, as such, of any Rights Certificate shall be entitled to vote, receivedividends or be deemed for any purpose the holder of the Units of PreferredStock or any other securities of the Company which may at any time be issuableupon the exercise of the Rights represented thereby, nor shall anythingcontained in this Agreement or in any Rights Certificate be construed to conferupon the holder of any Rights Certificate, as such, any of the rights of astockholder of the Company or any right to vote for the election of directorsor upon any matter submitted to stockholders at any meeting thereof, or to giveor withhold consent to any corporate action, or to receive notice of meetingsor other actions affecting stockholders (except as provided inSection 25), or to receive dividends or subscription rights, or otherwise,until the Right or Rights evidenced by such Rights Certificate shall have beenexercised in accordance with this Agreement.

    Section 18.  *Concerning the Rights Agent.*  TheCompany agrees to pay to the Rights Agent reasonable compensation for allservices rendered by it under this Agreement and, from time to time, on demandof the Rights Agent, its reasonable expenses and counsel fees and otherdisbursements incurred in the administration and execution of this Agreementand the exercise and performance of its duties hereunder. The Company alsoagrees to indemnify the Rights Agent for, and to hold it harmless against, anyloss, liability, or expense, incurred without gross negligence or willfulmisconduct on the part of the Rights Agent, for any action taken, suffered oromitted by the Rights Agent in connection with the execution, acceptance andadministration of this Agreement and the exercise and performance of itsduties, including the costs and expenses of defending against and appealing anyclaim of liability in the premises. This indemnity shall survive thetermination of this Agreement and the expiration of 

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theRights. The costs and expenses incurred in enforcing this right ofindemnification shall be paid by the Company.

    TheRights Agent may conclusively rely upon and shall be protected and shall incurno liability for, or in respect of any action taken, suffered or omitted by itin connection with, its administration of this Agreement and the exercise andperformance of its duties hereunder in reliance upon any Rights Certificate orcertificate for Units of Preferred Stock or for other securities of theCompany, instrument of assignment or transfer, power of attorney, endorsement,affidavit, letter, notice, direction, consent, certificate, statement, or otherpaper or document believed by it to be genuine and to be signed, executed and,where necessary, verified or acknowledged, by the proper person or persons, orotherwise upon the advice of counsel as set forth in Section 20.

    Section 19.  *Merger or Consolidation or Change of Name of RightsAgent.*

    (a) Anycorporation into which the Rights Agent or any successor Rights Agent may bemerged or with which it may be consolidated, or any corporation resulting fromany merger or consolidation to which the Rights Agent or any successor RightsAgent shall be a party, or any corporation succeeding to the stock transfer orcorporate trust business of the Rights Agent or any successor Rights Agent,shall be the successor to the Rights Agent under this Agreement without theexecution or filing of any paper or any further act on the part of any of theparties hereto; *provided*, thatsuch corporation must be eligible for appointment as a successor Rights Agentunder the provisions of Section 21. In case at the time such successorRights Agent shall succeed to the agency created by this Agreement any of theRights Certificates shall have been countersigned but not delivered, any suchsuccessor Rights Agent may adopt the countersignature of the predecessor RightsAgent and deliver such Rights Certificates so countersigned; and in case at thattime any of the Rights Certificates shall not have been countersigned, anysuccessor Rights Agent may countersign such Rights Certificates either in thename of the predecessor Rights Agent or in the name of the successor RightsAgent; and in all such cases such Rights Certificates shall have the full forceprovided in the Rights Certificates and in this Agreement.

    (b) Incase at any time the name of the Rights Agent shall be changed and at such timeany of the Rights Certificates shall have been countersigned but not delivered,the Rights Agent may adopt the countersignature under its prior name anddeliver Rights Certificates so countersigned; and in case at that time any ofthe Rights Certificates shall not have been countersigned, the Rights Agent maycountersign such Rights Certificates either in its prior name or in its changedname; and in all such cases such Rights Certificates shall have the full forceprovided in the Rights Certificates and in this Agreement.

    Section 20.  *Duties of Rights Agent.*  TheRights Agent undertakes the duties and obligations imposed by this Agreementupon the following terms and conditions, all of which the Company and theholders of Rights Certificates, by their acceptance thereof, shall be bound,and no implied duties or obligations shall be read into this Agreement againstthe Rights Agent:

    (a) Beforethe Rights Agent acts or refrains from acting, it may consult with legalcounsel of its choice (who may be legal counsel for the Company), and theadvice or opinion of such counsel shall be full and complete authorization andprotection to the Rights Agent as to any action taken, suffered or omitted byit in good faith and in accordance with such advice or opinion.

    (b) Wheneverin the administration, exercise and performance of its duties under thisAgreement the Rights Agent shall deem it necessary or desirable that any factor matter be proved or established by the Company prior to taking, suffering oromitting any action hereunder, such fact or matter (unless other evidence inrespect thereof be herein specifically prescribed) may be deemed to beconclusively proved and established by a certificate signed by any officer ofthe Company and delivered to the Rights Agent; and such certificate shall befull authorization to the Rights Agent for any action taken, 

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sufferedor omitted in good faith by it under the provisions of this Agreement inreliance upon such certificate.

    (c) TheRights Agent shall be liable hereunder to the Company and any other Person onlyfor its own gross negligence or willful misconduct.

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

    (e) TheRights Agent shall not be under any liability or responsibility in respect ofthe legality, validity or enforceability of this Agreement or the execution anddelivery hereof (except the due execution by the Rights Agent) or in respect ofthe legality, validity or enforceability or the execution of any RightsCertificate (except its countersignature); nor shall it be liable orresponsible for any breach by the Company of any covenant or conditioncontained in this Agreement or in any Rights Certificate; nor shall it beresponsible for any change in the exercisability of the Rights (including theRights becoming void pursuant to Section 11(a)(ii)) or any adjustment inthe terms of the Rights (including the manner, method or amount thereof)provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of theexistence of facts that would require any such change or adjustment (exceptwith respect to the exercise of Rights evidenced by Rights Certificates afterreceipt of the certificate described in Section 12); nor shall it by anyact hereunder be deemed to make any representation or warranty as to the authorizationor reservation of any Units of Preferred Stock or other securities to be issuedupon the exercise of any Rights or as to whether any such security will, whenissued, be validly authorized and issued, fully paid and nonassessable.

    (f)  TheCompany agrees that it will perform, execute, acknowledge and deliver or causeto be performed, executed, acknowledged and delivered all such further andother acts, instruments and assurances as may reasonably be required by theRights Agent for the carrying out or performing by the Rights Agent of theprovisions of this Agreement.

    (g) TheRights Agent is hereby authorized and directed to accept instructions withrespect to the administration, exercise and performance of its duties hereunderfrom any one officer of the Company, and to apply to such officer for advice orinstructions in connection with its duties, and it shall not be responsible orliable for any action taken, suffered or omitted by it in good faith inaccordance with instructions of any such officer or for any delay in actingwhile waiting for those instructions. Any application by the Rights Agent forwritten instructions from the Company may, at the option of the Rights Agent,set forth in writing any action proposed to be taken or omitted by the RightsAgent under this Agreement and the date on and/or after which such action shallbe taken or such omission shall be effective. The Rights Agent shall not beliable for any action taken by, or omission of, the Rights Agent in accordancewith a proposal included in any such application on or after the date specifiedin such application (which date shall not be less than five Business Days afterthe date any officer of the Company actually received such application, unlessany such officer shall have consented in writing to an earlier date) unless,prior to taking any such action (or the effective date in the case of anomission), the Rights Agent shall have received written instructions inresponse to such application specifying the action to be taken or omitted.

    (h) TheRights Agent and any stockholder, director, officer or employee of the RightsAgent may buy, sell or deal in any of the Rights or other securities of theCompany or become pecuniarily interested in any transaction in which the Companymay be interested, or contract with or lend money to the Company or otherwiseact as fully and freely as though it were not Rights Agent under thisAgreement. Nothing herein shall preclude the Rights Agent from acting in anyother capacity for the Company or for any other legal entity.

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    (i)  TheRights Agent may execute and exercise any of the rights or powers vested in itor perform any duty under this Agreement either itself or by or through itsattorneys or agents, and the Rights Agent shall not be answerable oraccountable for any act, default, neglect or misconduct of any such attorneysor agents or for any loss to the Company resulting from any such act, default,neglect or misconduct, provided reasonable care was exercised in the selectionand continued employment thereof.

    (j)  Noprovision of this Agreement shall require the Rights Agent to expend or riskits own funds or otherwise incur any financial liability in the performance ofany of its duties hereunder or in the exercise of its rights if the RightsAgent in good faith believes that repayment of such funds or adequateindemnification against such risk or liability is not reasonably assured to it.

    (k) If,with respect to any Rights Certificate surrendered to the Rights Agent for exercise,transfer, split up, combination or exchange, the certification on the form ofassignment or form of election to purchase, as the case may be, that the Rightsevidenced by the Rights Certificate are not owned by an Acquiring Person, or anAffiliate or Associate thereof, has either not been completed or in any mannerindicates any other response thereto, the Rights Agent shall not take anyfurther action with respect to such requested exercise, transfer, split up,combination or exchange, without first consulting with the Company.

    Section 21.*Change of Rights Agent.*  TheRights Agent or any successor Rights Agent may resign and be discharged fromits duties under this Agreement upon thirty days’ notice in writing mailed tothe Company and to each transfer agent of the Common Stock of the Company orPreferred Stock (as to which the Rights Agent has received prior writtennotice) by registered or certified mail, and the Company shall mail noticethereof to the holders of the Rights Certificates by first-class mail. TheCompany may remove the Rights Agent or any successor Rights Agent upon thirtydays’ 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 or PreferredStock (as to which the Rights Agent has received prior written notice) byregistered or certified mail, and to the holders of the Rights Certificates byfirst-class mail. If the Rights Agent shall resign or be removed or shallotherwise become incapable of acting, the Company shall appoint a successor tothe Rights Agent. If the Company shall fail to make such appointment within aperiod of thirty days after giving notice of such removal or after it has beennotified in writing of such resignation or incapacity by the resigning orincapacitated Rights Agent or by the holder of a Rights Certificate (who shall,with such notice, submit such holder’s Rights Certificate for inspection by theCompany), then the registered holder of any Rights Certificate may apply to anycourt of competent jurisdiction for the appointment of a new Rights Agent. Anysuccessor Rights Agent, whether appointed by the Company or by such a court,shall be a corporation organized and doing business under the laws of theUnited States or of any state of the United States, in good standing,authorized under such laws to exercise corporate trust or stock transferpowers, and subject to supervision or examination by federal or state authorityand which has at the time of its appointment as Rights Agent a combined capitaland surplus of at least $50 million. After appointment, the successorRights Agent shall be vested with the same powers, rights, duties andresponsibilities as if it had been originally named as Rights Agent without furtheract or deed; but the predecessor Rights Agent shall deliver and transfer to thesuccessor Rights Agent any property at the time held by it hereunder, andexecute and deliver any further assurance, conveyance, act or deed necessaryfor the purpose. Not later than the effective date of any such appointment theCompany shall file notice thereof in writing with the predecessor Rights Agentand each transfer agent of the Common Stock or Preferred Stock, and mail anotice thereof in writing to the registered holders of the Rights Certificates.Failure to give any notice provided for in this Section 21, however, orany defect therein, shall not affect the legality or validity of theresignation or removal of the Rights Agent or the appointment of the successorRights Agent, as the case may be.

    Section 22.*Issuance of New Rights Certificates.*  Notwithstandingany of the provisions of this Agreement or of the Rights to the contrary, theCompany may, at its option, issue new Rights 

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Certificatesevidencing Rights in such form as may be approved by its board of directors toreflect any adjustment or change in the Purchase Price and the number or kindor class of shares or other securities or property purchasable under the RightsCertificates made in accordance with the provisions of this Agreement. Inaddition, in connection with the issuance or sale of shares of Common Stock ofthe Company following the Distribution Date and prior to the Expiration Date,the Company (a) shall, with respect to shares of Common Stock of theCompany so issued or sold pursuant to the exercise of stock options or underany employee benefit plan or arrangement or upon the exercise, conversion orexchange of securities of the Company currently outstanding or issued at anytime in the future by the Company and (b) may, in any other case, ifdeemed necessary or appropriate by the board of directors of the Company issueRights Certificates representing the appropriate number of Rights in connectionwith such issuance or sale; *provided*,*however*, that (i) no suchRights Certificate shall be issued and this sentence shall be null and void *ab initio* if, and to the extent that, suchissuance or this sentence would create a significant risk of or result inmaterial adverse tax consequences to the Company or the Person to whom suchRights Certificate would be issued or would create a significant risk of orresult in such options’ or employee plans’ or arrangements’ failing to qualifyfor otherwise available special tax treatment and (ii) no such Rights Certificateshall be issued if, and to the extent that, appropriate adjustment shallotherwise have been made in lieu of the issuance thereof.

    Section 23.*Redemption and Termination.*

    (a) TheCompany may, at its option, upon approval by the board of directors, at anytime on or prior to the Close of Business (or such later date as may bedetermined by its board of directors) on the earlier of (i) theDistribution Date or (ii) the Final Expiration Date redeem all but notless than all the then outstanding Rights at a redemption price of $0.001 perRight, appropriately adjusted to reflect any stock split, stock dividend orsimilar transaction occurring after the date of this Agreement (such redemptionprice being hereinafter referred to as the “Redemption Price”), and the Companymay, at its option, pay the Redemption Price either in cash, shares of CommonStock of the Company (based on the Current Per Share Market Price thereof atthe time of redemption), or any other form of consideration deemed appropriateby its board of directors. The redemption of the Rights by the board ofdirectors of the Company may be made effective at such time on such basis andwith such conditions as the board of directors of the Company in its solediscretion may establish. Any such redemption will be effective immediatelyupon the action of the board of directors of the Company ordering the same,unless such action of the board of directors of the Company expressly providesthat such redemption will be effective at a subsequent time or upon theoccurrence or nonoccurrence of one or more specified events (in which case suchredemption will be effective in accordance with the provisions of such actionof the board of directors of the Company).

    (b) Immediatelyupon the effectiveness of the redemption of the Rights pursuant toSection 23(a), and without any further action and without any notice, theright to exercise the Rights will terminate and the only right thereafter ofthe holders of Rights shall be to receive the Redemption Price. The Companyshall promptly give public notice of any such redemption; *provided*, *however*,that the failure to give, or any defect in, any such notice shall not affectthe validity of such redemption. Within 10 days after the effectiveness ofthe redemption of the Rights, the Company shall give notice of such redemptionto the Rights Agent and shall mail a notice of redemption to all the holders ofthe then outstanding Rights at their last addresses as they appear upon theregistry books of the Rights Agent or, prior to the Distribution Date, on theregistry books of the transfer agent for the Common Stock. Any notice which ismailed in such manner shall be deemed given, whether or not the holder receivesthe notice. Each notice of redemption will state the method by which thepayment of the Redemption Price will be made. Neither the Company nor any ofits Affiliates or Associates may redeem, acquire or purchase for value anyRights at any time in any manner other than that specifically set forth in thisSection 23 or in Section 24, and other than in connection with thepurchase of shares of Common Stock prior to the Distribution Date.

 

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    (c) Notwithstandinganything contained in this Agreement to the contrary, the Rights shall not beexercisable pursuant to Section 7(a) at any time when the Rights areredeemable hereunder.

    Section 24.*Exchange.*

    (a) TheCompany, at its option, upon approval by its board of directors, at any timeafter any Person becomes an Acquiring Person, may exchange all or part of thethen outstanding and exercisable Rights (which shall not include Rights thathave become void pursuant to the provisions of Section 7(e) hereof) forUnits of Preferred Stock at an exchange ratio equal to, subject to adjustmentto reflect stock splits, stock dividends and similar transactions occurringafter the date hereof, that number obtained by dividing the Purchase Price by thethen Current Per Share Market Price per Unit of Preferred Stock on the earlierof (i) the date on which any Person becomes an Acquiring Person and(ii) the date on which a tender or exchange offer by any Person (otherthan the Company, any Subsidiary of the Company, any employee benefit planmaintained by the Company or any of its Subsidiaries or any trustee orfiduciary with respect to such plan acting in such capacity) is commencedwithin the meaning of Rule 14d-2(a) of the Exchange Act Regulations or anysuccessor rule, if upon consummation thereof such Person would be theBeneficial Owner of 15% or more of the shares of Common Stock of the Companythen outstanding (such exchange ratio being hereinafter referred to as the “Section 24(a)Exchange Ratio”). Notwithstanding the foregoing, the Company may not effectsuch exchange at any time after any Person (other than the Company, anySubsidiary of the Company, any employee benefit plan maintained by the Companyor any of its Subsidiaries, or any trustee or fiduciary with respect to suchplan acting in such capacity), together with all Affiliates and Associates ofsuch Person, becomes the Beneficial Owner of 50% or more of the shares ofCommon Stock of the Company then outstanding.

    (b) Immediatelyupon the action of the board of directors of the Company ordering the exchangeof any Rights pursuant to subsection (a) of this Section 24 andwithout any further action and without any notice, the right to exercise suchRights shall terminate and the only right thereafter of a holder of such Rightsshall be to receive that number of Units of Preferred Stock equal to the numberof such Rights held by such holder multiplied by the Section 24(a)Exchange Ratio. The Company shall promptly give public notice of any suchexchange; *provided*, *however*, that the failure to give, or anydefect in, such notice shall not affect the validity of such exchange. TheCompany promptly shall mail a notice of any such exchange to all of the holdersof such Rights at their last addresses as they appear upon the registry booksof the Rights Agent. Any notice which is mailed in the manner provided in thisAgreement 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 ofUnits of Preferred Stock for Rights will be effected and, in the event of anypartial exchange, the number of Rights which will be exchanged. Any partialexchange shall be effected pro rata based on the number of Rights (other than Rightswhich have become void pursuant to the provisions of Section 7(e)) held byeach holder of Rights.

    (c) Inthe event that the number of shares of Preferred Stock authorized by theCompany’s certificate of incorporation but not outstanding or reserved forissuance for purposes other than upon exercise of the Rights is not sufficientto permit any exchange of Rights as contemplated in accordance with thisSection 24, the Company shall take all such action as may be necessary toauthorize additional shares of Preferred Stock for issuance upon exchange ofthe Rights or make adequate provision to substitute (1) cash,(2) Common Stock of the Company or other equity securities of the Company,(3) debt securities of the Company, (4) other assets, or (5) anycombination of the foregoing, having an aggregate value equal to the aggregateCurrent Per Share Market Price of the Units of Preferred Stock that wouldotherwise be issuable in such exchange, all as determined by the board ofdirectors of the Company (which determination shall be described in a statementfiled with the Rights Agent and shall be conclusive and binding on the RightsAgent, the holders of the Rights and all other persons). To the extent that theCompany determines that some action need be taken pursuant toSection 24(a), the board of directors of the Company may temporarilysuspend the exercisability of the Rights for a 

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period ofup to sixty days following the date on which the event described inSection 24(a) shall have occurred, in order to seek any authorization ofadditional shares of Preferred Stock and/or to decide the appropriate form ofdistribution to be made pursuant to the above provision and to determine thevalue thereof. In the event of any such suspension, the Company shall issue apublic announcement stating that the exercisability of the Rights has beentemporarily suspended.

    Section 25.  *Notice of Certain Events*.

    (a) Incase the Company shall propose (i) to pay any dividend payable in stock ofany class to the holders of its Preferred Stock or to make any otherdistribution to the holders of its Preferred Stock (other than a regularquarterly cash dividend), (ii) to offer to the holders of its PreferredStock rights or warrants to subscribe for or to purchase any additional Unitsof Preferred Stock or shares of stock of any class or any other securities,rights or options, (iii) to effect any reclassification of its PreferredStock (other than a reclassification involving only the subdivision ofoutstanding Preferred Stock), (iv) to effect any consolidation or mergerinto or with any other Person (other than a Subsidiary of the Company in atransaction which complies with Section 11(o)), or to effect any sale orother transfer (or to permit one or more of its Subsidiaries to effect any saleor other transfer), in one or more transactions, of 50% or more of the assetsor earning power of the Company and its Subsidiaries (taken as a whole) to, anyother Person, (v) to effect the liquidation, dissolution or winding up ofthe Company or (vi) to declare or pay any dividend on the Common Stock ofthe Company payable in shares of Common Stock of the Company or to effect asubdivision, combination or consolidation of the shares of Common Stock of theCompany (by reclassification or otherwise than by payment of dividends inshares of Common Stock), then, in each such case, the Company shall give toeach holder of a Rights Certificate, in accordance with Section 26, anotice of such proposed action, which shall specify the record date for thepurposes of such stock dividend, or distribution of rights or warrants, or thedate on which such reclassification, consolidation, merger, sale, transfer,liquidation, dissolution, or winding up is to take place and the date ofparticipation therein by the holders of the shares of Common Stock of theCompany and/or shares of Preferred Stock, if any such date is to be fixed, andsuch notice shall be so given in the case of any action covered byclause (i) or (ii) above at least ten days prior to the record datefor determining holders of the shares of Preferred Stock for purposes of suchaction, and in the case of any such other action, at least ten days prior tothe date of the taking of such proposed action or the date of participationtherein by the holders of the shares of Common Stock of the Company and/orshares of Preferred Stock, whichever shall be the earlier.

    (b) Incase any of the events set forth in Section 11(a)(ii) shall occur,then the Company shall as soon as practicable thereafter give to each holder ofa Rights Certificate, in accordance with Section 26, a notice of theoccurrence of such event, which notice shall describe such event and theconsequences of such event to holders of Rights under Section 11(a)(ii).In the event any Person becomes an Acquiring Person, the Company will promptlynotify the Rights Agent thereof.

    Section 26.  *Notices*.  Notices or demandsauthorized by this Agreement to be given or made by the Rights Agent or by theholder of any Rights Certificate to or on the Company shall be sufficientlygiven or made if sent by first-class mail, postage prepaid, addressed (untilanother address is filed in writing by the Company with the Rights Agent) asfollows:

United Online, Inc.2555 Townsgate RoadWestlake Village, CA 91361Tel: (805) 418-2000Fax: (805) 418-2012Attn: General Counsel

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with a copy (which shall not constitute notice) to:

Brobeck, Phleger & Harrison LLP550 South Hope StreetLos Angeles, California 90071Tel: (213) 489-4060Fax: (213) 239-1324Attn: Richard S. Chernicoff

    Subjectto the provisions of Section 21, any notice or demand authorized by thisAgreement to be given or made by the Company or by the holder of any RightsCertificate to or on the Rights Agent shall be sent by registered or certifiedmail and shall be deemed given upon receipt and addressed (until anotheraddress is filed in writing by the Rights Agent with the Company) as follows:

U.S. Stock Transfer Corporation1745 Gardena AvenueGlendale, California 91204Tel (818) 502-1404Fax (818) 502-0674Attention: Richard Brown

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

    Section 27.  *Supplements and Amendments*.  Priorto the Distribution Date, the Company may supplement or amend this Agreement inany respect, without the approval of any holders of Rights, by action of itsboard of directors. From and after the Distribution Date, the Company may fromtime to time supplement or amend this Agreement without the approval of anyholders of Rights, by action of its board of directors in order (i) tocure any ambiguity, (ii) to correct or supplement any provision containedherein which may be defective or inconsistent with any other provisions herein,(iii) to shorten or lengthen any time period hereunder, or (iv) tochange or supplement the provisions hereunder in any manner which the Companymay deem necessary or desirable and which shall not adversely affect theinterests of the holders of Rights Certificates (other than an Acquiring Personor an Affiliate or Associate of an Acquiring Person), including, withoutlimitation, to change the Purchase Price, the Redemption Price, any timeperiods herein specified, and any other term hereof, any such supplement oramendment to be evidenced by a writing signed by the Company and the RightsAgent; *provided*, *however*, that from and after such time asany Person becomes an Acquiring Person, this Agreement shall not be amended inany manner which would adversely affect the interests of the holders of Rights.Upon receipt of a certificate from an appropriate officer of the Company thatthe proposed supplement or amendment is consistent with this Section 27and, after such time as any Person has become an Acquiring Person, that theproposed supplement or amendment does not adversely affect the interests of theholders of Rights, the Rights Agent shall execute such supplement or amendment.

    Section 28.  *Successors*.  All the covenantsand provisions of this Agreement by or for the benefit of the Company or theRights Agent shall bind and inure to the benefit of their respective successorsand assigns hereunder.

    Section 29.  *Determinations and Actions by the Board of Directors*.  Forall purposes of this Agreement, any calculation of the number of shares ofCommon Stock of the Company outstanding at any particular time, including forpurposes of determining the particular percentage of such outstanding shares ofCommon Stock of the Company of which any Person is the Beneficial Owner, shallbe made 

27

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inaccordance with the last sentence of Rule 13d-3(d)(1)(i) of theExchange Act Regulations. The board of directors of the Company shall have theexclusive power and authority to administer this Agreement and to exercise allrights and powers specifically granted to the board of directors, or theCompany, or as may be necessary or advisable in the administration of thisAgreement, including, without limitation, the right and power to(i) interpret the provisions of this Agreement and (ii) make alldeterminations deemed necessary or advisable for the administration of thisAgreement (including a determination to redeem or not redeem the Rights or toamend the Agreement). All such actions, calculations, interpretations anddeterminations (including, for purposes of clause (y) below, all omissionswith respect to the foregoing), which are done or made by the board ofdirectors of the Company in good faith, shall (x) be final, conclusive andbinding on the Company, the Rights Agent, the holders of the RightsCertificates and all other parties and (y) not subject the board ofdirectors of the Company to any liability to the holders of the Rights.

    Section 30.  *Benefits of This Agreement*.  Nothingin this Agreement shall be construed to give to any person or corporation otherthan the Company, the Rights Agent and the registered holders of the RightsCertificates (and, prior to the Distribution Date, shares of Common Stock ofthe Company) any legal or equitable right, remedy or claim under thisAgreement; but this Agreement shall be for the sole and exclusive benefit ofthe Company, the Rights Agent and the registered holders of the RightsCertificates (and, prior to the Distribution Date, shares of Common Stock ofthe Company).

    Section 31.  *Severability*.  If any term,provision, covenant or restriction of this Agreement is held by a court ofcompetent jurisdiction or other authority to be invalid, void or unenforceable,the remainder of the terms, provisions, covenants and restrictions of thisAgreement shall remain in full force and effect and shall in no way beaffected, impaired or invalidated; *provided*,*however*, that notwithstandinganything in this Agreement to the contrary, if any such term, provision,covenant or restriction is held by such court or authority to be invalid, voidor unenforceable and the board of directors of the Company determines in itsgood faith judgment that severing the invalid language from this Agreementwould adversely affect the purpose or effect of this Agreement and the right ofredemption set forth in Section 23 shall have expired, such right shall bereinstated and shall not expire until the tenth Business Day following the dateof such determination by the board of directors of the Company.

    Section 32.  *Governing Law*.  This Agreementand each Rights Certificate issued hereunder shall be deemed to be a contractmade under the laws of the State of Delaware and for all purposes shall begoverned by and construed in accordance with the internal laws of the State ofDelaware applicable to contracts to be made and performed entirely within suchstate, without regard to the choice-of-law or conflict-of-laws principles ofany jurisdiction.

    Section 33.  *Counterparts*.  This Agreementmay be executed in any number of counterparts and each of such counterpartsshall for all purposes be deemed to be an original, and all such counterpartsshall together constitute one and the same instrument.

    Section 34.  *Descriptive Headings*.  Descriptiveheadings of the several sections of this Agreement are inserted or convenienceonly and shall not control or affect the meaning or construction of any of theprovisions of this Agreement.

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    INWITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted and attested, all as of the day and year first above written. 
|        | UNITED ONLINE, INC. |
|--------|--------------------------|
|   |                     |
|   | By:                      | /s/ MARK R.  GOLDSTON |
|   |                     | Mark R. Goldston  Chairman |
|   |                     | *Chief  Executive* |
|   |                     | *Officer  and President* |
|   |                     |   |
|   | U.S. STOCK TRANSFER      |
|   | CORPORATION              |
|   |                     |
|   | By:                      | /s/ RICHARD  BROWN |
|   |                     | Richard Brown |
|   |                     | *Vice  President* |
|        |                          |  |  |

 

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**Exhibit A**

**FORMofCERTIFICATE OF DESIGNATIONofSERIES A JUNIOR PARTICIPATING PREFERRED STOCKofUNITED ONLINE, INC.,**

(Pursuant to Section 151 of theDelaware General Corporation Law)

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    UnitedOnline, Inc., a corporation organized and existing under the GeneralCorporation Law of the State of Delaware (hereinafter called the “Corporation”),hereby certifies that the following resolution was adopted by the board ofdirectors of the Corporation as required by Section 151 of the GeneralCorporation Law at a meeting duly called and held on November 15, 2001;

    RESOLVED,that pursuant to the authority granted to and vested in the board of directorsof the Corporation (hereinafter the “Board”) in accordance with the provisionsof the certificate of incorporation of the Corporation, as currently in effect,the Board hereby creates a series of Preferred Stock, par value $0.0001pershare (the “Preferred Stock”), of the Corporation and hereby states thedesignation and number of shares, and fixes the relative rights, preferences,and limitations thereof as follows:

    Series AJunior Participating Preferred Stock:

    Section 1.  *Designation and Amount*.  Theshares of such series shall be designated as “Series A JuniorParticipating Preferred Stock” (the “Series A Preferred Stock”) and thenumber of shares constituting the Series A Preferred Stock shall be ThreeHundred Thousand (300,000). Such number of shares may be increased or decreasedby resolution of the Board; *provided*,that no decrease shall reduce the number of shares of Series A PreferredStock to a number less than the number of shares then outstanding plus thenumber of shares reserved for issuance upon the exercise of outstandingoptions, rights or warrants or upon the conversion of any outstanding securitiesissued by the Corporation convertible into Series A Preferred Stock.

    Section 2.  *Dividends and Distributions*.

    (a) Subjectto the rights of the holders of any shares of any series of Preferred Stock (orany similar stock) ranking prior and superior to the Series A PreferredStock with respect to dividends, each holder of a share of Series APreferred Stock, in preference to the holders of shares of common stock, parvalue $0.0001 per share (the “Common Stock”), of the Corporation, and of anyother junior stock, shall be entitled to receive, when declared by the Boardout of funds legally available for the purpose, dividends in an amount pershare (rounded to the nearest cent) equal to, subject to the provision foradjustment hereinafter set forth, 1,000 times the aggregate per share amount ofall cash dividends, and 1,000 times the aggregate per share amount (payable inkind) of all non-cash dividends or other distributions, other than a dividendpayable in shares of Common Stock or a subdivision of the outstanding shares ofCommon Stock (by reclassification or otherwise), declared on the Common Stock.In the event the Corporation shall at any time declare or pay any dividend onthe Common Stock payable in shares of Common Stock, or effect a subdivision orcombination or consolidation of the outstanding shares of Common Stock (byreclassification or otherwise than by payment of a dividend in shares of CommonStock) into a greater or lesser number of shares of Common Stock, then in eachsuch case the amount to which holders of shares of Series A PreferredStock were entitled immediately prior to such event under the precedingsentence shall be adjusted by multiplying such

amount bya fraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

    (b) TheCorporation shall declare a dividend or distribution on the shares of Series APreferred Stock as provided in Section 2(a) immediately after it declaresa dividend or distribution on the Common Stock (other than a dividend payablein shares of Common Stock); *provided*,*however*, that, in no event shalla dividend or distribution be declared by the Board on the Common Stock forwhich it does not declare and pay the dividend required to be declared on thePreferred Stock pursuant to Section 2(a).

    (c) Accruedbut unpaid dividends shall not bear interest. Dividends paid on the shares ofSeries A Preferred Stock in an amount less than the total amount of suchdividends at the time accrued and payable on such shares shall be allocated prorata on a share-by-share basis among all such shares at the time outstanding.The Board may fix a record date for the determination of holders of shares ofSeries A Preferred Stock entitled to receive payment of a dividend ordistribution declared thereon, which record date shall be not more than sixtydays prior to the date fixed for the payment thereof.

    Section 3.  *Voting Rights*.  The holders ofshares of Series A Preferred Stock shall have the following voting rights:

    (a) Subjectto the provision for adjustment hereinafter set forth, each share ofSeries A Preferred Stock shall entitle the holder thereof to 1,000 voteson all matters submitted to a vote of the stockholders of the Corporation. Inthe event the Corporation shall at any time declare or pay any dividend on theCommon Stock payable in shares of Common Stock, or effect a subdivision orcombination or consolidation of the outstanding shares of Common Stock (byreclassification or otherwise than by payment of a dividend in shares of CommonStock) into a greater or lesser number of shares of Common 

A-1

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Stock,then in each such case the number of votes per share to which holders of sharesof Series A Preferred Stock were entitled immediately prior to such eventshall be adjusted by multiplying such number by a fraction, the numerator ofwhich is the number of shares of Common Stock outstanding immediately aftersuch event and the denominator of which is the number of shares of Common Stockthat were outstanding immediately prior to such event.

    (b) Exceptas otherwise provided herein, in any other Certificate of Designation creating aseries of Preferred Stock or any similar stock, or by law, the holders ofshares of Series A Preferred Stock and the holders of shares of CommonStock and any other capital stock of the Corporation having general votingrights shall vote together as one class on all matters submitted to a vote ofstockholders of the Corporation.

    (c) Exceptas set forth herein, or as otherwise provided by law, holders of Series APreferred Stock shall have no special voting rights and their consent shall notbe required (except to the extent they are entitled to vote with holders ofCommon Stock as set forth herein) for taking any corporate action.

    Section 4.  *Certain Restrictions*.

    (a) Wheneverquarterly dividends or other dividends or distributions payable on theSeries A 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 Preferred Stock outstandingshall have been paid in full, the Corporation shall not:

    (i)  declare or paydividends, or make any other distributions, on any shares of stock rankingjunior (either as to dividends or upon liquidation, dissolution or winding up)to the Series A Preferred Stock;

    (ii) declare or pay dividends,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) withthe Series A Preferred Stock, except dividends paid ratably on the sharesof Series A Preferred Stock and all such parity stock on which dividendsare payable or in arrears in proportion to the total amounts to which theholders of all such shares are then entitled;

    (iii) redeem or purchaseor otherwise acquire for consideration shares of any stock ranking junior(either as to dividends or upon liquidation, dissolution or winding up) to theSeries A Preferred Stock; *provided*,that the Corporation may at any time redeem, purchase or otherwise acquireshares of any such junior stock in exchange for shares of any stock of theCorporation ranking junior (either as to dividends or upon dissolution,liquidation or winding up) to the Series A Preferred Stock; or

    (iv) redeem or purchaseor otherwise acquire for consideration any shares of Series A PreferredStock, or any shares of stock ranking on a parity with the Series APreferred Stock, except in accordance with a purchase offer made in writing orby publication (as determined by the Board) to all holders of such shares uponsuch terms as the Board, after consideration of the respective annual dividendrates and other relative rights and preferences of the respective series andclasses, shall determine in good faith will result in fair and equitabletreatment among the respective series or classes.

    (b) TheCorporation shall not permit any subsidiary of the Corporation to purchase orotherwise acquire for consideration any shares of stock of the Corporationunless the Corporation could, under Section 4(a), purchase or otherwiseacquire such shares at such time and in such manner.

    Section 5.  *Reacquired Shares*.  Any sharesof Series A Preferred Stock purchased or otherwise acquired by theCorporation in any manner whatsoever shall be retired and cancelled promptlyafter the acquisition thereof. All such shares shall upon their cancellationbecome authorized but unissued shares of Preferred Stock and may be reissued aspart of a new series of Preferred Stock subject to the conditions andrestrictions on issuance set forth herein, in the Certificate of Incorporation,or in any other Certificate of Designation creating a series of Preferred Stockor any similar stock or as otherwise required by law.

    Section 6.  *Liquidation, Dissolution or Winding Up*.

    (a) Uponany liquidation, dissolution or winding up of the Corporation, no distributionshall be made (i) to the holders of shares of stock ranking junior (eitheras to dividends or upon liquidation, dissolution or winding up) to theSeries A Preferred Stock unless, prior thereto, the holders of shares ofSeries A Preferred Stock shall have received the greater of(x) $1,000 per share, plus an amount equal to accrued and unpaid dividendsand distributions thereon to the date of such payment (the “Series ALiquidation Preference”) and (y) an aggregate amount per share, subject tothe provision for adjustment hereinafter set forth, equal to 1,000 times theaggregate amount to be distributed per share to holders of shares of CommonStock, or (ii) to the holders of shares of stock ranking on a parity (eitheras to dividends or upon liquidation, dissolution or winding up) with theSeries A Preferred Stock, except distributions made ratably on theSeries A Preferred Stock and all such parity stock in proportion to thetotal amounts to which the holders of all such shares are entitled upon suchliquidation, dissolution or winding up. In the event the Corporation shall atany time after November 26, 2001 declare or pay any dividend on the CommonStock payable in shares of Common Stock, or effect a subdivision or combinationor consolidation of the outstanding shares of Common Stock (by reclassificationor otherwise than by payment of a dividend in shares of Common Stock) into agreater or lesser number of shares of Common Stock, then in each such case theaggregate amount to which holders of shares of Series A Preferred Stockwere entitled immediately prior to such event under the proviso inclause (i) of the preceding sentence shall be adjusted by multiplying suchamount by a fraction the numerator of which is the number of shares of CommonStock outstanding

immediatelyafter such event and the denominator of which is the number of shares of CommonStock that were outstanding immediately prior to such event.

A-2

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    (b) Inthe event, however, that there are not sufficient assets available to permitpayment in full of the Series A Liquidation Preference and the liquidationpreferences of all other series of Preferred Stock, if any, which rank on aparity with the Series A Preferred Stock, then such remaining assets shallbe distributed ratably to the holders of Series A Preferred Stock and suchparity shares in proportion to their respective liquidation preferences.

    Section 7.  *Consolidation, Merger, etc*.  Incase the Corporation shall enter into any consolidation, merger, combination orother transaction in which the shares of Common Stock are exchanged for orconverted or changed into other stock or securities, cash and/or any otherproperty (or into the right to receive any of the foregoing), then in any suchcase each share of Series A Preferred Stock shall at the same time besimilarly exchanged, converted or changed into an amount per share, subject tothe provision for adjustment hereinafter set forth, equal to 1,000 times theaggregate amount of stock, securities, cash and/or any other property (payablein kind), as the case may be, into which or for which each share of CommonStock is converted, changed or exchanged. In the event the Corporation shall atany time declare or pay any dividend on the Common Stock payable in shares ofCommon Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lesser numberof shares of Common Stock, then in each such case the amount set forth in thepreceding sentence with respect to the exchange or change of shares ofSeries A Preferred Stock shall be adjusted by multiplying such amount by afraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

    Section 8.  *No Redemption*.  The shares of Series APreferred Stock shall not be redeemable.

    Section 9.  *Rank*.  The Series APreferred Stock shall rank, with respect to the payment of dividends and thedistribution of assets, junior to all series of any other class of theCorporation’s Preferred Stock.

    Section 10.  *Amendment*.  The certificate ofincorporation of the Corporation shall not be amended in any manner which wouldmaterially alter or change the powers, preferences or special rights of theSeries A Preferred Stock so as to affect them adversely without theaffirmative vote of the holders of at least a majority of the outstandingshares of Series A Preferred Stock, voting together as a single class.

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    INWITNESS WHEREOF, this Certificate of Designation is executed on behalf of theCorporation as of November       ,2001. 
|        | UNITED ONLINE, INC |
|--------|--------------------|
|   |               |   |
|   | By:                |   |
|   |               | Name: Mark R. Goldston |
|   |               | *Title: Chairman, Chief Executive* |
|   |               | *Officer* |
|   |               | *and President* |
|   |               |   |

 

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**Exhibit B**

**Form of Rights Certificate**

Certificate No. R-

                                                                                                                                                               Rights

NOT EXERCISABLE AFTER NOVEMBER 26, 2011 OREARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTIONAT THE OPTION OF THE COMPANY AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMSSET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTSBENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANYSUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTSREPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY APERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAYBECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SUCH AGREEMENT]*

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*

The bracketed language is to be inserted inplace of the preceeding sentence where applicable.

  

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**Rights CertificateUNITED ONLINE, INC.**

    Thiscertifiesthat            ,or registered assigns, is the registered owner of the number of Rights setforth above, each of which entitles the owner thereof, subject to the terms,provisions and conditions of the Rights Agreement, dated as ofNovember 15, 2001 (the “Rights Agreement”), between UnitedOnline, Inc., a Delaware corporation (the “Company”), and U.S. StockTransfer Corporation, as Rights Agent (the “Rights Agent”), to purchase fromthe Company at any time after the Distribution Date (as such term is defined inthe Rights Agreement) and prior to 5:00 p.m., New York City time, onNovember 26, 2011, at the office of the Rights Agent designated for suchpurpose, or at the office of its successor as Rights Agent, one one-thousandth(a “Unit”) of a fully paid non-assessable share of Series A JuniorParticipating Preferred Stock, par value $0.0001 per share (the “Series APreferred Stock”) of the Company, at a purchase price of $25.00 per Unitof Series A Preferred Stock (the “Purchase Price”), upon presentation andsurrender of this Rights Certificate with the Form of Election to Purchase dulyexecuted. The number of Rights evidenced by this Rights Certificate (and thenumber of Units of Series A Preferred Stock which may be purchased uponexercise hereof) set forth above, and the Purchase Price set forth above, arethe number and Purchase Price as of November 26, 2001 based on theSeries A Preferred Stock as constituted at such date. As provided in theRights Agreement, the Purchase Price and the number of Units of Series APreferred Stock which may be purchased upon the exercise of the Rightsevidenced by this Rights Certificate are subject to modification and adjustmentupon the happening of certain events.

    ThisRights Certificate is subject to all of the terms, provisions and conditions ofthe Rights Agreement, which terms, provisions and conditions are herebyincorporated herein by reference and made a part hereof and to which RightsAgreement reference is hereby made for a full description of the rights,limitations of rights, obligations, duties and immunities hereunder of theRights Agent, the Company and the holders of the Rights Certificates. Copies ofthe Rights Agreement are on file at the principal executive offices of theCompany.

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    ThisRights Certificate, with or without other Rights Certificates, upon surrenderat the office of the Rights Agent designated for such purpose, may be exchangedfor another Rights Certificate or Rights Certificates of like tenor and dateevidencing Rights entitling the holder to purchase a like aggregate number ofUnits of Series A Preferred Stock as the Rights evidenced by the RightsCertificate or Rights Certificates surrendered shall have entitled such holderto purchase. If this Rights Certificate shall be exercised in part, the holdershall be entitled to receive upon surrender hereof another Rights Certificateor Rights Certificates for the number of whole Rights not exercised.

    Subjectto the provisions of the Rights Agreement, the Rights evidenced by thisCertificate may be redeemed by the Company at a redemption price of $0.001 perRight.

    Nofractional shares of Series A Preferred Stock will be issued upon theexercise of any Rights or Rights evidenced hereby (other than fractions whichare integral multiples of one one-thousandth of a share of Series APreferred Stock, which may, at the election of the Company, be evidenced bydepositary receipts), but in lieu thereof a cash payment will be made, asprovided in the Rights Agreement.

    Noholder of this Rights Certificate, as such, shall be entitled to vote orreceive dividends or be deemed for any purpose the holder of Units ofSeries A Preferred Stock or of any other securities of the Company whichmay at any time be issuable on the exercise hereof, nor shall anythingcontained in the Rights Agreement or herein be construed to confer upon theholder hereof, as such, any of the rights of a stockholder of the Company orany right to vote for the election of directors or upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to anycorporate action, or to receive notice of meetings or other actions affectingstockholders (except as provided in the Rights Agreement), or to receivedividends or subscription rights, or otherwise, until the Rights or Rightsevidenced by this Rights Certificate shall have been exercised as provided inthe Rights Agreement.

    ThisRights Certificate shall not be valid or obligatory for any purpose until itshall have been countersigned by the Rights Agent.

    WITNESSthe signature of the proper officers of the Company and its corporate seal.Dated asof        ,      .
|                                                   | UNITED ONLINE, INC.      |
|---------------------------------------------------|--------------------------|
|                                              |                     |   |
|                                              | By*:*                    |   |
|                                              |                     | Name |
|                                              |                     | *Title* |
|                                              |                     | * * |
| Countersigned:                                    |                     | * * |
| U.S. Stock  Transfer Corporation, as Rights Agent |                     |   |
|                                              |                     | * * |
| By:                                               |                     |   |   |
|                                              | Authorized  Signatory    |   |   |
|                                              |                     |   |   |
|                                              | Name: Richard  Brown     |   |   |
|                                              | *Title:  Vice President* |   |   |

 

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**Form of Reverse Side of RightsCertificate**

**FORM OF ASSIGNMENT**

(To be executed by the registered holder if suchholder desires to transfer the Rights Certificate.)

    FORVALUE RECEIVED                                                                                hereby sells, assigns and transfers 
|                                                |
|------------------------------------------------|
| unto                                           |   |
| (Please print  name and address of transferee) |

thisRights Certificate, together with all right, title and interest therein, anddoes hereby irrevocably constitute and appoint                        Attorney, to transfer the within Rights Certificate on the books of thewithin-named Company, with full power of substitution. 
|        | ** ** | ** ** | ** ** | ** ** |
|--------|------------|------------|------------|------------|
| DATED: |       |       |       |       |   |
|   |       |       |       |       |
|   |       |       |       |       |
|   |       | Signature  |       |       |
|   |       |       |       |       |
|   |       |       |       |       |
|        |            |            |            |            |  |

SignatureGuaranteed:

    Signaturesmust be guaranteed by a participant in a Securities TransferAssociation Inc. recognized signature guarantee medallion program.

B-3

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**CERTIFICATE**

    Theundersigned hereby certifies that the Rights evidenced by this RightsCertificate are not beneficially owned by an Acquiring Person or an Affiliateor Associate thereof (each as defined in the Rights Agreement). 
|   |      |
|--------|-----------|
|        |      |
|   |      |
|   |      |
|   | Signature |

 

**NOTICE**

    Thesignature in the foregoing Form of Assignment must conform to the name aswritten upon the face of this Rights Certificate in every particular, withoutalteration or enlargement or any change whatsoever.

    Inthe event the certification set forth above in the Form of Assignment is notcompleted, the Company and the Rights Agent will deem the beneficial owner ofthe Rights evidenced by this Rights Certificate to be an Acquiring Person or anAffiliate or Associate thereof (each as defined in the Rights Agreement) andsuch Assignment will not be honored.

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**FORM OF ELECTION TO PURCHASE**

    (Tobe executed if holder desires to exercise the Rights Certificate.)

    ToUnited Online, Inc.

    Theundersigned hereby irrevocably elects to exercise                              Rights represented by this Rights Certificate to purchase the Units ofSeries A Preferred Stock issuable upon the exercise of such Rights andrequests that certificates for such Series A Preferred Stock be issued inthe name of: 
| Please insert social  security  or other identifying number |   |
|------------------------------------------------------------------|--------|
| (Please print  name and address)                                 |

    Ifsuch number of Rights shall not be all the Rights evidenced by this RightsCertificate, a new Rights Certificate for the balance remaining of such Rightsshall be registered in the name of and delivered to: 
| Please insert social  security  or other identifying number |   |
|------------------------------------------------------------------|--------|
| (Please print  name and address)                                 |

 
|        | ** ** | ** ** | ** ** | ** ** |
|--------|------------|------------|------------|------------|
| DATED: |       |       |       |       |   |
|   |       |       |
|   |       | Signature  |
|   |       |       |       |       |
|   |       |       |       |       |
|        |            |            |            |            |  |

SignatureGuaranteed:

    Signaturesmust be guaranteed by a participant in a Securities TransferAssociation Inc. recognized signature guarantee medallion program.

B-5

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**CERTIFICATE**

    Theundersigned hereby certifies that the Rights evidenced by this RightsCertificate are not beneficially owned by an Acquiring Person or an Affiliateor Associate thereof (each as defined in the Rights Agreement). 
|   |      |
|--------|-----------|
|        |      |
|   |      |
|   |      |
|   | Signature |

 

**NOTICE**

    Thesignature in the foregoing Form of Election to Purchase must conform to thename as written upon the face of this Rights Certificate in every particular,without alteration or enlargement or any change whatsoever.

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

 

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