Exhibit 4.4 Rights Agreement


    EXHIBIT
      4.4

    
 

    LONGVIEW
      FIBRE COMPANY

     

    AND

     

    CHASEMELLON
      SHAREHOLDER SERVICES, L.L.C.

     

    (Rights
      Agent)

     

    


     

    RIGHTS
      AGREEMENT

     

    


     

    Dated
      as
      of March 1, 1999

     

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


          Exhibit
            4.11

        

      

    



    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              Section
                1.

            	
              Certain
                Definitions.

            	 


    

    
      	
              Section
                2.

            	
              Appointment
                of Rights Agent.

            	 


    

    
      	
              Section
                3.

            	
              Issue
                of Rights Certificates.

            	 


    

    
      	
              Section
                4.

            	
              Form
                of Rights Certificates.

            	 


    

    
      	
              Section
                5.

            	
              Countersignature
                and Registration.

            	 


    

    
      	
              Section
                6.

            	
              Transfer,
                Split Up, Combination and Exchange of Rights Certificates,
                

            


    

    
      	
              Mutilated,
                Destroyed, Lost or Stolen Rights Certificates.

            	 


    

    
      	
              Section
                7.

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

            	 


    

    
      	
              Section
                8.

            	
              Cancellation
                and Destruction of Rights Certificates.

            	 


    

    
      	
              Section
                9.

            	
              Reservation
                and Availability of Capital Stock.

            	 


    

    
      	
              Section
                10.

            	
              Common
                Stock Record Date.

            	 


    

    
      	
              Section
                11.

            	
              Adjustment
                of Purchase Price, Number and Kind of Shares or Number of
                

            


    

    
      	
              Rights.

            	 


    

    
      	
              Section
                12.

            	
              Certificate
                of Adjusted Purchase Price or Number of Shares.

            	 


    

    
      	
              Section
                13.

            	
              Consolidation,
                Merger or Sale or Transfer of Assets or Earning Power.

            	 


    

    
      	
              Section
                14.

            	
              Fractional
                Rights and Fractional Shares.

            	 


    

    
      	
              Section
                15.

            	
              Rights
                of Action.

            	 


    

    
      	
              Section
                16.

            	
              Agreement
                of Rights Holders.

            	 


    

    
      	
              Section
                17.

            	
              Rights
                Certificate Holder Not Deemed a Stockholder.

            	 


    

    
      	
              Section
                18.

            	
              Concerning
                the Rights Agent.

            	 


    

    
      	
              Section
                19.

            	
              Merger
                or Consolidation or Chance of Name of Rights Agent.

            	 


    

    
      	
              Section
                20.

            	
              Duties
                of Rights Agent.

            	 


    

    
      	
              Section
                21.

            	
              Change
                of Rights Agent.

            	 


    

    
      	
              Section
                22.

            	
              Issuance
                of New Rights Certificates.

            	 


    

    
      	
              Section
                23.

            	
              Redemption
                and Termination.

            	 


    

    
      	
              Section
                24.

            	
              Exchange.

            	 


    

    
      	
              Section
                25.

            	
              Transition
                from Prior Rights Agreement.

            	 


    

    
      	
              Section
                26.

            	
              Notice
                of Certain Events.

            	 


    

    
      	
              Section
                27.

            	
              Notices.

            	 


    

    
      	
              Section
                28.

            	
              Supplements
                and Amendments.

            	 


    

    
      	
              Section
                29.

            	
              Successors.

            	 


    

    
      	
              Section
                30.

            	
              Determinations
                and Actions by the Board of Directors, etc.

            	 


    

    
      	
              Section
                31.

            	
              Benefits
                of this Agreement.

            	 


    

    
      	
              Section
                32.

            	
              Severability.

            	 


    

    
      	
              Section
                33.

            	
              Governing
                Law.

            	 


    

    
      	
              Section
                34.

            	
              Counterparts.

            	 


    

    
      	
              Section
                35.

            	
              Descriptive
                Headings.

            	 


    

    


    



    
      
        
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    RIGHTS
      AGREEMENT

     

    RIGHTS
      AGREEMENT, dated as of March 1, 1999 (the “Agreement”), between Longview Fibre
      Company, a Washington corporation (the “Company”), and ChaseMellon Shareholder
      Services, L.L.C., a New Jersey limited liability company (the “Rights
      Agent”).

     

    On
      January 26, 1999 (the “Rights Dividend Declaration Date”), the Board of
      Directors of the Company authorized and declared a dividend distribution of
      one
      common share purchase right for each share of Common Stock (as hereinafter
      defined) of the Company outstanding at the Close of Business on March 1, 1999
      (the “Record Date”), and has authorized the issuance of one right (as such
      number may hereinafter be adjusted pursuant to the provisions of Section 11
      hereof) for each share of Common Stock of the Company issued between the Record
      Date (whether originally issued or delivered from the Company’s treasury) and
      the Distribution Date (as hereinafter defined), each right initially
      representing the right to purchase one-tenth of one share of Common Stock of
      the
      Company upon the terms and subject to the conditions hereinafter set forth
      (the
“Rights”);

     

    Therefore,
      in consideration of the promises and the mutual agreements herein set forth,
      the
      parties hereby agree as follows:

     

    Section
      1.  Certain
      Definitions.

     

    For
      purposes of this Agreement, the following terms have the-meanings
      indicated:

     

    (a)  “Acquiring
      Person” shall mean any Person who or which, together with all Affiliates and
      Associates of such Person, shall be the Beneficial Owner of 10% or more of
      the
      shares of Common Stock then outstanding, but shall not include (i) the Company,
      (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the
      Company or of any Subsidiary of the Company, or any person or entity organized,
      appointed or established by the Company for or pursuant to the terms of any
      such
      plan or (iv) any Approved Group.

     

    (i)  No
      Person shall become an “Acquiring Person” as the result of an acquisition of
      shares of Common Stock by the Company which, by reducing the number of shares
      outstanding, increases the proportionate number of shares beneficially owned
      by
      such Person to 10% or more of the shares of Common Stock of the Company then
      outstanding; provided,
      however, that if a Person shall become the Beneficial Owner of 10% or more
      of
      the shares of Common Stock of the Company then outstanding by reason of share
      purchases by the Company and shall, after such share purchases by the Company,
      become the Beneficial Owner of any additional shares of Common Stock of the
      Company, then such Person shall be deemed to be an “Acquiring Person” hereunder;
      and

     

    (ii)  If
      the
      Board of Directors of the Company determines in good faith that a Person who
      would otherwise be an “Acquiring Person” as defined pursuant to the foregoing
      provisions of this paragraph (a), has become such inadvertently, and such Person
      divests as promptly as practicable a sufficient number of shares of Common
      Stock
      so that such Person would no longer be an “Acquiring Person” (as defined
      pursuant to the foregoing provisions of this paragraph (a)), then such Person
      shall not be deemed to be an “Acquiring Person” for any purpose of this
      Agreement.

     

    (b)  “Act”
      shall mean the Securities Act of 1933, as amended and in effect on the date
      of
      this Agreement.

     

    (c)  “Adjustment
      Event” shall mean any Section 11(a)(ii) Event or any Section 13
      Event.

     

    (d)  “Affiliate”
      and “Associate” shall have the respective meanings ascribed to such terms in
      Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
      Act of 1934, as amended and in effect on the date of this Agreement (the
“Exchange Act”).

     

    (e)  “Approved
      Group” shall mean any group which includes any member of the Founding Families
      if a majority of the shares of Common Stock beneficially owned by the members
      of
      such group (such beneficial ownership including the right to vote such shares)
      are beneficially owned by a member or members of the Founding
      Families.

     

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

     

    (i)  which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has the right to acquire (whether such right is exercisable
      immediately or only after the passage of time) pursuant to any agreement,
      arrangement or understanding (whether or not in writing) or upon the exercise
      of
      conversion rights, exchange rights, rights, warrants or options, or otherwise;
      provided,
      however, that a Person shall not be deemed the “Beneficial Owner” of, or to
“beneficially own,” (A) securities tendered pursuant to a tender or exchange
      offer made by such Person or any of such Person’s Affiliates or Associates until
      such tendered securities are accepted for purchase or exchange, or (B)
      securities issuable upon exercise of Rights at any time prior to the occurrence
      of an Adjustment Event, or (C) securities issuable upon exercise of Rights
      from
      and after the occurrence of an Adjustment Event which Rights were acquired
      by
      such Person or any of such Person’s Affiliates or Associates prior to the
      Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the
“Original Rights”) or pursuant to Section 11(i) hereof in connection with an
      adjustment made with respect to any Original Rights;

     

    (ii)  which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has the right to vote or dispose of or has “beneficial ownership” of
      (as determined pursuant to Rule 13d-3 of the General Rules and Regulations
      under
      the Exchange Act), including pursuant to any agreement, arrangement or
      understanding (whether or not in writing); provided,
      however, that a Person shall not be deemed the “Beneficial Owner” of, or to
“beneficially own,” any security under this subparagraph (ii) as a result of an
      agreement, arrangement or understanding to vote such security if such agreement,
      arrangement or understanding: (A) arises solely from a revocable proxy or
      written consent given in response to a public proxy or consent solicitation
      made
      pursuant to, and in accordance with, the applicable provisions of the General
      Rules and Regulations under the Exchange Act, and (B) is not also then
      reportable by such Person on Schedule 13D under the Exchange Act (or any
      comparable or successor report); or

     

    (iii)  which
      are
      beneficially owned, directly or indirectly, by any other Person (or any
      Affiliate or Associate thereof) with which such Person (or any of such Person’s
      Affiliates or Associates) has any agreement, arrangement or understanding
      (whether or not in writing), for the purpose of acquiring, holding, voting
      (except pursuant to a revocable proxy or written consent as described in the
      proviso to subparagraph (ii) of this paragraph (e)) or disposing of any voting
      securities of the Company; provided,
      however, that nothing in this paragraph (e) shall cause a Person engaged in
      business as an underwriter of securities to be the “Beneficial Owner” of, or to
“beneficially
      own,” any securities acquired through such person’s participation in good faith
      in a firm commitment underwriting until the expiration of forty days after
      the
      date of such acquisition and provided
      further
      that in no case, for the purpose of determining that a Person is an Acquiring
      Person, shall an officer or director of the Company be deemed (A) the Beneficial
      Owner of any securities beneficially owned by another officer or director of
      the
      Company solely by reason of actions undertaken by such Persons in their capacity
      as officers or directors of the Company or (B) the Beneficial Owner of
      securities held of record by the trustee of any employee benefit plan of the
      Company or any Subsidiary of the Company for the benefit of any employee of
      the
      Company or any Subsidiary of the Company, other than the officer or director,
      by
      reason of any influence that such officer or director may have over the voting
      of the securities held in the plan;

     

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

     

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

     

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

     

    (i)  “Common
      Stock” shall mean, when used with reference to the Company, the shares of common
      stock of the Company, except that “Common Stock” when used with reference to any
      Person other than the Company shall mean the capital stock of such Person with
      the greatest voting power, or the equity securities or other equity interest
      having power to control or direct the management, of such Person.

     

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

     

    (k)  “Current
      Market Price” shall have the meaning set forth in Section 11 (d) hereof.

     

    (l)  “Current
      Value” shall have the meaning set forth in Section. 11(a)(iii) hereof.

     

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

     

    (n)  “Exchange
      Act” shall have the meaning set forth in Section 1(d) hereof.

     

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

     

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

     

    (q)  “Final
      Expiration Date” shall mean the Close of Business on March 1, 2009.

     

    (r)  “Founding
      Families” shall mean any descendant of H. L. Wollenberg or M. A. Wertheimer or
      the spouse of any such descendant, any trust or other arrangement for the
      benefit of any such descendant or the spouse of any such descendant or any
      charitable organization established by any such descendant or the spouse of
      any
      such descendant.

     

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

     

    (t)  “Offering
      Person” shall mean any Person (other than (i) the Company, (ii) any Subsidiary
      of the Company, (iii) any employee benefit plan of the Company or of any
      Subsidiary of the Company, or any person or entity organized, appointed or
      established by the Company for or pursuant to the terms of any such plan or
      (iv)
      the Approved Group) who alone or together with its Affiliates and Associates,
      shall announce (within the meaning of Rule 14d-2(a) of the General Rules and
      Regulations under the Exchange Act) a tender or exchange offer, if upon
      consummation thereof, such Person would be the Beneficial Owner of 10% or more
      of the shares of Common Stock then outstanding.

     

    (u)  “Person”
      shall mean any individual, firm, corporation, partnership, limited liability
      company or other entity.

     

    (v)  “Principal
      Party” shall have the meaning set forth in Section 13(b) hereof.

     

    (w)  “Prior
      Agreement Right” shall have the meaning set forth in Section 25
      hereof.

     

    (x)  “Prior
      Rights Agreement” shall mean the Rights Agreement, dated as of March 1, 1989, as
      amended, between the Company and The Bank of California, N.A. (as rights agent
      and succeeded in such capacity by ChaseMellon Shareholder Services,
      L.L.C.).

     

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

     

    (z)  “Record
      Date” shall have the meaning
      set forth
      in
      the recitals to this Agreement.

     

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

     

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

     

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

     

    (dd)  “Rights
      Certificates” shall have the meaning set forth in Section 3(a)
      hereof.

     

    (ee)  “Rights
      Dividend Declaration Date” shall have the meaning set forth in the recitals to
      this Agreement.

     

    (ff)  “Section
      11(a)(ii) Event” shall mean any event described in Section 11(a)(ii) (A) or (B)
      hereof.

     

    (gg)  “Section
      11(a)(ii) Adjustment Date” shall have the meaning set forth in Section
      11(a)(iii) hereof.

     

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

     

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

     

    (jj)  “Stock
      Acquisition Date” shall mean the first date of public announcement (which, for
      purposes of this definition, shall include, without limitation, a report filed
      pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring
      Person that an Acquiring Person has become such.

     

    (kk)  “Subsidiary”
      shall mean, with reference to any Person, any corporation of which an amount
      of
      voting securities sufficient to elect at least a majority of the directors
      of
      such corporation is beneficially owned, directly or indirectly, by such Person,
      or otherwise controlled by such Person.

     

    (ll)  “Substitution
      Period” shall have the meaning set forth in Section 11(a)(iii)
      hereof.

     

    (mm)  “Summary
      of Rights” shall have the meaning
      set forth
      in
      Section 3(b) hereof.

     

    (nn)  “Trading
      Day” shall have the meaning set forth in Section 11 (d) hereof.

     

    Section
      2.  Appointment
      of Rights Agent.

     

    The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. The Company may from time to time appoint such
      Co-Rights Agents as it may deem necessary or desirable.

     

    Section
      3.  Issue
      of Rights Certificates.

     

    (a)  Until
      the earlier of (i) the Stock Acquisition Date or (ii) the Close of Business
      on
      the tenth Business Day after the date that a tender or exchange offer by any
      Person (other than the Company, any Subsidiary of the Company, any employee
      benefit plan of the Company or of any Subsidiary of the Company, or any Person
      or entity organized, appointed or established by the Company for or pursuant
      to
      the terms of any such plan or the Approved Group) is first published or sent
      or
      given within the meaning of Rule 14d-2(a) of the General Rules and Regulations
      under the Exchange Act, if upon consummation thereof, such Person would be
      the
      Beneficial Owner of 10% or more of the shares of Common Stock then outstanding
      (the earliest of (i) and (ii) being herein referred to as the “Distribution
      Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph
      (b) of this Section 3) by the certificates for the Common Stock registered
      in
      the names of the holders of the Common Stock (which certificates for Common
      Stock shall be deemed also to be certificates for Rights) and not by separate
      certificates, and (y) the Rights will be transferable only in connection with
      the transfer of the underlying shares of Common Stock (including a transfer
      to
      the Company). As soon as practicable after the Distribution Date, the Company
      will notify the Rights Agent of the occurrence thereof and will request the
      transfer agent of the Common Stock to provide the Rights Agent with a
      shareholder list. As soon as practicable after the Rights Agent receives such
      notice and list, the Rights Agent will send by first-class, insured, postage
      prepaid mail, to each record holder of the Common Stock as of the Close of
      Business on the Distribution Date, at the address of such holder shown on the
      records of the Company, one or more rights certificates, in substantially the
      form of Exhibit A hereto (the “Rights Certificates”), evidencing one Right for
      each share of Common Stock so held, subject to adjustment as provided herein.
      As
      of and after the Distribution Date, the Rights will be evidenced solely by
      such
      Rights Certificates.

     

    (b)  As
      promptly as practicable following the Record Date, the Company will send a
      copy
      of a Summary of Rights to Purchase Common Stock, in substantially the form
      attached hereto as Exhibit B (the “Summary of Rights”), by first-class postage
      prepaid mail, to each record holder of the Common Stock as of the Close of
      Business on the Record Date, at the address of such holder shown on the records
      of the Company. With respect to certificates for the Common Stock outstanding
      as
      of the Record Date, until the Distribution Date, and the registered holders
      of
      the Common Stock shall also be the registered holders of the associated Rights.
      Until the earlier of the Distribution Date or the Expiration Date, the transfer
      of any certificates representing shares of Common Stock in respect of which
      Rights have been issued shall also constitute the transfer of the Rights
      associated with such shares of Common Stock.

     

    (c)  Rights
      shall be issued in respect of all shares of Common Stock which are issued after
      the Record Date but prior to the earliest of the Distribution Date or the
      Expiration Date. Certificates representing such shares of Common Stock shall
      also be deemed to be certificates for Rights, and shall bear the following
      legend:

     

    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in the Rights Agreement between Longview Fibre Company (the “Company”)
      and ChaseMellon Shareholder Services, L.L.C. dated as of March 1, 1999, (the
      “Rights Agreement’), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal offices of the
      Company. Under certain circumstances, as set forth in the Rights Agreement,
      such
      Rights will be evidenced by separate certificates and will no longer be
      evidenced by this certificate. The Company will mail to the holder of this
      certificate a copy of the Rights Agreement, as in effect on the date of mailing,
      without charge promptly after receipt of a written request therefor. Under
      certain circumstances set forth in the Rights Agreement, Rights issued to,
      or
      held by, any Person who is, was or becomes an Acquiring Person or any Affiliate
      or Associate thereof (as such terms are defined in the Rights Agreement),
      whether currently held by or on behalf of such Person or by any subsequent
      holder, may become null and void.

     

    With
      respect to such certificates containing the foregoing legend, until the earliest
      of (i) the Distribution Date (ii) the Redemption Date or (iii) the Expiration
      Date, the Rights associated with the Common Stock represented by such
      certificates shall be evidenced by such certificates alone and registered
      holders of Common Stock shall also be the registered holders of the associated
      Rights, and the transfer of any of such certificates shall also constitute
      the
      transfer of the Rights associated with the Common Stock represented by such
      certificates. In the event that the Company purchases or acquires any Common
      Stock after the Record Date but prior to the Distribution Date, any Rights
      associated with such Common Stock shall be deemed cancelled and retired so
      that
      the Company shall not be entitled to exercise any Rights associated with the
      Common Stock which are no longer outstanding.

     

    Section
      4.  Form
      of Rights Certificates.

     

    (a)  The
      Rights Certificates (and the Form of Election To Purchase and of Assignment
      to
      be printed on the reverse thereof) shall each be substantially in the form
      set
      forth in Exhibit A hereto and may have such marks of identification or
      designation and such legends, summaries or endorsements printed thereon as
      the
      Company may deem appropriate (which do not affect the duties or responsibilities
      of the Rights Agent) and as are not inconsistent with the provisions of this
      Agreement, or as may be required to comply with any applicable law or with
      any
      rule or regulation made pursuant thereto or with any rule or regulation of
      any
      stock exchange on which the Rights may from time to time be listed, or to
      conform to usage. Subject to the provisions of Section 11 and Section 22 hereof,
      the Rights Certificates, whenever distributed, shall be dated as of the Record
      Date and on their face shall entitle the holders thereof to purchase such number
      of shares of Common Stock as shall be set forth therein at the Purchase Price,
      but the amount and type of securities purchasable upon the exercise of each
      Right and the Purchase Price thereof shall be subject to adjustment as provided
      herein.

     

    (b)  Any
      Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
      represents Rights Beneficially Owned by any Person known to be: (i) an Acquiring
      Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee
      of an Acquiring Person (or of any such Associate or Affiliate) who becomes
      a
      transferee after the Acquiring Person becomes such, or (iii) a transferee of
      an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee prior to or concurrently with the Acquiring Person becoming such
      and
      receives such Rights pursuant to either (A) a transfer (whether or not for
      consideration) from the Acquiring Person to holders of equity interests in
      such
      Acquiring Person or to any Person with whom such Acquiring Person has any
      continuing agreement, arrangement or understanding regarding the transferred
      Rights or (B) a transfer which the Board of Directors of the Company has
      determined is part of a plan, agreement, arrangement or understanding which
      has
      as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights
      Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
      exchange, replacement or adjustment of any other Rights Certificate referred
      to
      in this sentence, shall contain (to the extent feasible and provided that the
      Company shall have notified the Rights Agent that this Section 4(b) applies)
      the
      following legend, modified as applicable to apply to such Person:

     

    The
      Rights represented by this Rights Certificate are or were beneficially owned
      by
      a Person who was or became an Acquiring Person or an Affiliate or Associate
      of
      an Acquiring Person (as such terms are defined in the Rights Agreement).
      Accordingly, this Rights Certificate and the Rights represented hereby may
      become null and void in the circumstances specified in Section 7(e) of such
      Agreement.

     

    Section
      5.  Countersignature
      and Registration.

     

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

     

    (b)  Following
      the Distribution Date and receipt by the Rights Agent of the notice and list
      of
      record holders of Rights referred to in Section 3(a), the Rights Agent will
      keep
      or cause to be kept, at its office designated pursuant to Section 27 hereof
      or
      offices designated as the appropriate place for surrender of Rights Certificates
      upon exercise or transfer, books for registration and transfer of the Rights
      Certificates issued hereunder. Such books shall show the names and addresses
      of
      the respective holders of the Rights Certificates, the number of Rights
      evidenced on its face by each of the Rights Certificates and the certificate
      number and the date of each of the Rights Certificates.

     

    Section
      6.  Transfer,
      Split Up, Combination and Exchange of Rights Certificates, Mutilated, Destroyed,
      Lost or Stolen Rights Certificates.

     

    (a)  Subject
      to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any
      time after the Close of Business on the Distribution Date, and at or prior
      to
      the Close of Business on the earlier of the Redemption Date or the Expiration
      Date, any Rights Certificate or Certificates (other than Rights Certificates
      representing Rights that may have been exchanged pursuant to Section 24 hereof)
      may be transferred, split up, combined or exchanged for another Rights
      Certificate or Certificates entitling the registered holder to purchase a like
      number of shares of Common Stock or, following an Adjustment Event, other
      securities, cash or other assets, as the case may be, as the Rights Certificate
      or Certificates surrendered then entitled such holder (or former holder in
      the
      case of a transfer) to purchase. Any registered holder desiring to transfer,
      split up, combine or exchange any Rights Certificate or Certificates shall
      make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate or Certificates to be transferred, split up, combined or
      exchanged at the office or offices of the Rights Agent designated for such
      purpose. Neither the Rights Agent nor the Company shall be obligated to take
      any
      action whatsoever with respect to the transfer of any such surrendered Rights
      Certificate until the registered holder shall have completed and signed the
      certificate contained in the Form of Assignment on the reverse side of such
      Rights Certificate and shall have provided such additional evidence of the
      identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
      or
      Associates thereof or a bond as the Company or Rights Agent shall reasonably
      request. Thereupon the Rights Agent shall, subject to Section 4(b), Section
      7(e)
      and Section 14 hereof, countersign and deliver 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 sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any transfer, split
      up, combination or exchange of Rights Certificates. The Rights Agent may require
      the Corporation or the Person entitled to such Rights Certificate to provide
      evidence that such payment has been made prior to countersigning and delivering
      any Rights Certificates pursuant to this paragraph.

     

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

     

    Section
      7.  Exercise
      of Rights; Purchase Price; Expiration Date of Rights.

     

    (a)  Subject
      to Section 7(e) hereof, the registered holder of any Rights Certificate may
      exercise the Rights evidenced thereby (except as otherwise provided herein
      including, without limitation, the restrictions on exercisability set forth
      in
      Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part
      at any time after the Distribution Date upon surrender of the Rights
      Certificate, with the form of election to purchase and the certificate on the
      reverse side thereof duly executed, to the Rights Agent at the office or offices
      of the Rights Agent designated for such purpose, together with payment of the
      Purchase Price for each one-tenth of one share of Common Stock (or other
      securities, cash or other assets, as the case may be) as to which such
      surrendered Rights are then exercisable, at or prior to the earliest of (i)
      the
      Final Expiration Date, or (ii) the time at which the Rights are redeemed as
      provided in Section 23 hereof (the “Redemption Date”) and (iii) the time at
      which such Rights are exchanged as provided in Section 24 hereof (such earliest
      date being referred to herein as the “Expiration Date”); provided,
      however, that if the number of Rights exercised would entitle the holder thereof
      to receive any fraction of a Common Share greater than one-tenth of one share,
      the holder thereof shall not be entitled to exercise such Rights unless such
      holder concurrently purchases from the Company (and in such event the Company
      shall sell to such holder), at a price in proportion to the Purchase Price,
      an
      additional fraction of a Common Share which, when added to the number of Common
      Shares to be received upon such exercise, will equal an integral number of
      Common Shares.

     

    (b)  The
      Purchase Price for each whole share of Common Stock pursuant to the exercise
      of
      a Right shall initially be $50 (equivalent to $5 for each one-tenth of one
      share), and shall be subject to adjustment from time to time as provided in
      Sections 11 and 13(a) hereof and shall be payable in lawful money of the United
      States of America in accordance with paragraph (c) below.

     

    (c)  Upon
      receipt of a Rights Certificate representing exercisable Rights, with the form
      of election to purchase and the certificate duly executed, accompanied by
      payment of the Purchase Price for the shares of Common Stock (or other shares,
      securities, cash or other assets, as the case may be) to be purchased as set
      forth below and an amount equal to any applicable tax or governmental charge,
      the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly
      (i)
      requisition from any transfer agent of the shares of Common Stock certificates
      for the total number of shares of Common Stock to be purchased and the Company
      hereby irrevocably authorizes its transfer agent to comply with all such
      requests, (ii) requisition from the Company the amount of cash, if any, to
      be
      paid in lieu of fractional shares in accordance with Section 14 hereof, (iii)
      after receipt of such certificates or depositary receipts, cause the same to
      be
      delivered to or upon the order of the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon
      the order of the registered holder of such Rights Certificate. The payment
      of
      the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
      hereof) shall be made by certified bank check cashier’s check, bank draft or
      money order payable to the order of the Company except that, if so provided
      by
      the Board of Directors of the Company, the payment of the Purchase Price
      following the occurrence of a Section 11(a)(ii) Event and until the first
      occurrence of a Section 13 Event may be made wholly or in part by delivery
      of a
      certificate or certificates (with appropriate stock powers executed in blank
      attached thereto) evidencing a number of Common Shares of the Company equal
      to
      the then Purchase Price divided by the closing price (as determined pursuant
      to
      Section 11 (d) hereof) per share of Common Stock on the Trading Day immediately
      preceding the date of such exercise. In the event that the Company is obligated
      to issue other securities of the Company, pay cash and/or distribute other
      property pursuant to Section 11 (a) hereof, the Company will make all
      arrangements necessary so that such other securities, cash and/or other property
      are available for distribution to the Rights Agent, if and when necessary to
      comply with this Agreement.

     

    (d)  In
      case
      the registered holder of any Rights Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent and
      delivered to, or upon the order of, the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder, subject to the provisions of Section 6 and Section 14
      hereof.

     

    (e)  Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of an Adjustment Event any Rights beneficially owned by (i) an Acquiring Person
      or an Associate or Affiliate of an Acquiring Person (ii) a transferee of an
      Acquiring Person (or of any such Associate of Affiliate) who becomes a
      transferee after the Acquiring Person becomes such, or (iii) a transferee of
      an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee prior to or concurrently with the Acquiring Person becoming such
      and
      receives such Rights pursuant to either (A) a transfer (whether or not for
      consideration) from the Acquiring Person to holders of equity interests in
      such
      Acquiring Person or to any Person with whom the Acquiring Person has any
      continuing agreement, arrangement or understanding regarding the transferred
      Rights or (B) a transfer which the Board of Directors of the Company has
      determined is part of a plan, agreement, arrangement or understanding which
      has
      as a primary purpose or effect the avoidance-of this Section 7(e), shall become
      null and void without any further action and no holder of such Rights shall
      have
      any rights whatsoever with respect to such Rights, whether under any provision
      of this Agreement or otherwise. The Company shall notify the Rights Agent when
      this Section (7)(e) applies and shall use all reasonable efforts to insure
      that
      the provisions of this Section 7(e) and Section 4(b) hereof are complied with,
      but neither the Company nor the Rights Agent shall have any liability to any
      holder of Rights Certificates or other Person as a result of the Company’s
      failure to make any determinations with respect to an Acquiring Person or any
      of
      their respective Affiliates, Associates or transferees hereunder.

     

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

     

    Section
      8.  Cancellation
      and Destruction of Rights Certificates.

     

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

     

    Section
      9.  Reservation
      and Availability of Capital Stock.

     

    (a)  The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued shares of Common Stock, the number
      of shares of Common Stock that will be sufficient to permit the exercise in
      full
      of all outstanding Rights in accordance with Section 7.

     

    (b)  So
      long as the shares of Common Stock issuable and deliverable upon the exercise
      of
      the Rights are listed on any national securities or stock exchange, the Company
      shall use its best efforts to cause, from and after such time as the Rights
      become exercisable, all Common Stock reserved for such issuance to be listed
      on
      such exchange upon official notice of issuance upon such exercise.

     

    (c)  The
      Company shall use its best efforts (i) to file, as soon as practicable following
      the first occurrence of one of the transactions described in Section 11(a)(ii)
      on which the consideration to be delivered by the Company upon exercise of
      the
      Rights has been determined in accordance with Section 1 l(a)(iii), or as soon
      as
      is required by law following the Distribution Date, as the case may be, a
      registration statement under the Securities Act with respect to the securities
      purchasable upon exercise of the Rights on an appropriate form, (ii) to cause
      such registration statement to become effective as soon as practicable after
      such filing and (iii) to cause such registration statement to remain effective
      (with a prospectus at all times meeting the requirements of the Securities
      Act)
      until the earlier of (A) the date as of which the Rights are no longer
      exercisable for such securities and (B) the Expiration Date. The Company also
      shall take such action as may be appropriate under, or to ensure compliance
      with, the securities or “blue sky” laws of the various states in connection with
      the exercise of the Rights. The Company may temporarily suspend, for a period
      of
      time not to exceed ninety (90) days after the date set forth in clause (i)
      of
      the first sentence of this Section 9(c), the exercisability of the Rights in
      order to prepare and file such registration statement and permit it to become
      effective. Upon any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has been temporarily
      suspended, as well as a public announcement at such time as the suspension
      is no
      longer in effect. In addition, if the Company shall determine that a
      registration statement is required following the Distribution Date, the Company
      may, by issuing a public announcement, temporarily suspend the exercisability
      of
      the Rights until such time as a registration statement has been declared
      effective. The Company shall notify the Rights Agent whenever it makes a public
      announcement pursuant to this Section 9(c) and provide the Rights Agent with
      a
      copy of the announcement. Notwithstanding any provision of this Agreement to
      the
      contrary, the Rights shall not be exercisable in any jurisdiction, unless the
      requisite qualification in such jurisdiction shall have been obtained and until
      a registration statement has been declared effective.

     

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

     

    (e)  The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all taxes and governmental charges which may be payable in respect of the
      issuance or delivery of the Rights Certificates or of any certificates for
      Common 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 any transfer
      or delivery of Rights Certificates to a Person other than, or the issuance
      or
      delivery of a number of shares of Common Stock (or other securities, as the
      case
      may be) in respect of a name other than that of, the registered holder of the
      Rights Certificates evidencing Rights surrendered for exercise or to issue
      or
      deliver any certificates for shares of Common Stock upon the exercise of any
      Rights until such tax shall have been paid (any such tax being payable by the
      holder of such Rights Certificate at the time of surrender) or until it has
      been
      established to the Company’s satisfaction that no such tax is due.

     

    Section
      10.  Common
      Stock Record Date.

     

    Each
      Person in whose name any certificate for shares of Common Stock is issued upon
      the exercise of Rights shall for all purposes be deemed to have become the
      holder of record of the shares of Common Stock represented thereby on, and
      such
      certificate shall be dated, the date upon which the Rights Certificate
      evidencing such Rights was duly surrendered and payment of the Purchase Price
      (and all applicable taxes and governmental charges) was made. Prior to the
      exercise of the Rights evidenced thereby, the holder of a Rights Certificate,
      as
      such, shall not be entitled to any rights of a stockholder of the Company with
      respect to shares for which the Rights shall be exercisable, including without
      limitation, the right to vote, to receive dividends or other distributions
      or to
      exercise any Preemptive rights, and shall not be entitled to receive any notice
      of any proceedings of the Company, except as provided herein.

     

    Section
      11.  Adjustment
      of Purchase Price, Number and Kind of Shares or Number of Rights.

     

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

     

    (a)  (i)
      In the
      event the Company shall at any time after the date of this Agreement (A) declare
      a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide
      the outstanding Common Stock, (C) combine the outstanding Common Stock into
      a
      smaller number of shares, or (D) issue any shares of its capital stock in a
      reclassification of the Common Stock (including any such reclassification in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation), except as otherwise provided in this Section 11
      (a)
      and Section 7(e) hereof, the Purchase Price in effect at the time of the record
      date for such dividend or of the effective date of such subdivision, combination
      or reclassification, and the number and kind of shares of capital stock issuable
      on such date, shall be proportionately adjusted so that the holder of any Right
      exercised after such time shall be entitled to receive, upon payment of the
      Purchase Price then in effect, the aggregate number and kind of shares of
      capital stock which, if such Right had been exercised immediately prior to
      such
      date and at a time when the Common Stock transfer books of the company were
      open, he would have owned upon such exercise and been entitled to receive by
      virtue of such dividend, subdivision, combination or reclassification;
provided,
      however, that in no event shall the consideration to be paid upon the exercise
      of one Right be less than the aggregate par value of the shares of capital
      stock
      of the Company issuable upon exercise of one Right. If an event occurs which
      would require an adjustment under both this Section 11(a)(i) and Section
      11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall
      be
      in addition to, and shall be made prior to any adjustment required pursuant
      to
      Section 11(a)(ii) hereof.

     

    (ii)  Subject
      to Section 24 of this Agreement, in the event:

     

    (A)  any
      Person (other than (1) the Company, (2) any Subsidiary of the Company, (3)
      any
      employee benefit plan of the Company or of any Subsidiary of the Company or
      any
      Person or entity organized, appointed or established by the Company for or
      pursuant to the terms of any such plan or (4) an Approved Group), alone or
      together with its Affiliates and Associates, shall, at any time after the date
      of this Agreement, become an Acquiring Person, or

     

    (B)  any
      Acquiring Person or any Associate or Affiliate of any Acquiring Person, at
      any
      time after the date of this Agreement, directly or indirectly, (1) shall merge
      into the Company or otherwise combine with the Company and the Company shall
      be
      the continuing or surviving corporation of such merger or combination and shares
      of Company Common Stock shall remain outstanding and unchanged, (2) shall,
      in
      one or more transactions, other than in connection with the exercise of Rights
      or in connection with the exercise or conversion of securities exercisable
      or
      convertible into capital stock of the Company or any of its Subsidiaries,
      transfer any assets to the Company or any of its Subsidiaries in exchange (in
      whole or in part) for shares of any class of capital stock of the Company or
      any
      of its Subsidiaries or for securities exercisable for or convertible into shares
      of any class of capital stock of the Company or any of its Subsidiaries or
      otherwise obtain from the Company or any of its Subsidiaries, with or without
      consideration, any additional shares of any class of capital stock of the
      Company or any of its Subsidiaries or securities exercisable for or convertible
      into shares of any class of capital stock of the Company or any of its
      subsidiaries (other than an part of a pro rata distribution to all holders
      of
      Common Shares), (3) shall sell purchase, lease, exchanger mortgage, pledge,
      transfer or otherwise dispose (in one or more transactions), to, from or with,
      as the case may be, the Company or any of its Subsidiaries, assets, including
      securities, on terms and conditions less favorable to the Company than the
      Company would be able to obtain in arm’s-length negotiation with an unaffiliated
      third-party, (4) shall receive any compensation from the Company or any of
      the
      Company’s Subsidiaries
      other than compensation for full-time employment as a regular employee at rates
      in accordance with the Company’s (or its Subsidiaries’) past practices, (5)
      shall receive the benefit, directly or indirectly (except proportionately as
      a
      stockholder), of any loan advances, guarantees, pledges or other financial
      assistance or an tax credits or other tax advantage provided by the Company
      or
      any of its Subsidiaries, or (6) commences a tender offer or exchange offer
      for
      securities of the Company or any of its Subsidiaries,

     

    then,
      promptly following the first occurrence of a Section 11(a)(ii) Event, proper
      provision shall be made so that each holder of a Right (except as provided
      below
      and in Section 7(e) hereof) shall thereafter have the right to receive, upon
      exercise thereof in accordance with the terms of this Agreement (and upon
      payment of the Purchase Price set forth in this Section 11(a)(ii)), such number
      of shares of Common Stock of the Company as shall equal the result obtained
      by
      dividing the then current Purchase Price for each whole share of Common Stock
      issuable pursuant to the exercise of the Rights immediately prior to the first
      occurrence of a Section 11(a)(ii) Event (which, following such first occurrence
      and subject to further adjustment in accordance with this Agreement, shall
      thereafter be the “Purchase Price” for each Right and for all purposes of this
      Agreement), by 50% of the Current Market Price (determined pursuant to Section
      11 (d) hereof) per share of Common Stock on the date of such first occurrence
      (such number of shares, the “Adjustment Shares”).

     

    (iii)  In
      the event that the number of shares of Common Stock which are authorized by
      the
      Company’s Articles of Incorporation but not outstanding or reserved for issuance
      for purposes other than upon exercise of the Rights are not sufficient to permit
      the exercise in full of the Rights in accordance with the foregoing subparagraph
      (ii) of this Section 11(a), the Company shall: (A) determine the excess of
      (1)
      the value of the Adjustment Shares issuable upon the exercise of a Right (the
      “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and
      (B) with respect to each Right, make adequate provision to substitute for the
      Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash,
      (2)
      a reduction in the Purchase Price, (3) Common Stock or other equity securities
      of the Company (including, without limitation, shares, or units of shares,
      of
      preferred stock which the Board of Directors of the Company has deemed to have
      the same value as shares of Common Stock (such shares of preferred stock,
“Common Stock Equivalents”)), (4) debt securities of the Company, (5) other
      assets, or (6) any combination of the foregoing having an aggregate value equal
      to the Current Value, where such aggregate value has been determined by the
      Board of Directors of the Company based upon the advice of a nationally
      recognized investment banking firm selected by the Board of Directors of the
      Company; provided,
      however, if the Company shall not have made adequate provision to deliver value
      pursuant to clause (B) above within thirty (30) days following the later of
      (x)
      the first occurrence of a Section 11(a)(ii) Event and (y) the date on which
      the
      Company’s right of redemption pursuant to Section 23(a) expires (the latest of
      (x) and (y) being referred to herein as the “Section 11(a)(ii) Adjustment
      Date”), then the Company shall be obligated to deliver, upon the surrender for
      exercise of a Right and without requiring payment of the Purchase Price, shares
      of Common Stock (to the extent available) and then, if necessary, cash, which
      shares and/or cash have an aggregate value equal to the Spread. If the Board
      of
      Directors of the Company shall determine in good faith that it is likely that
      sufficient additional shares of Common Stock could be authorized for issuance
      upon exercise in full of the Rights, the thirty (30) day period set forth above
      may be extended to the extent necessary, but not more than ninety (90) days
      after the Section 11(a)(ii) Adjustment Date, in order that the Company may
      seek
      stockholder approval for the authorization of such additional shares (such
      period, as it may be extended, the “Substitution Period”). To the extent that
      the Company determines that some action need be taken pursuant to the first
      and/or second sentences of this Section 11(a)(iii), the Company (x) shall
      provide, subject to Section 7(e) hereof, that such action shall apply uniformly
      to all outstanding Rights, and (y) may suspend the exercisability of the Rights
      until the expiration of the Substitution Period in order to seek any
      authorization of additional shares and/or to decide the appropriate form of
      distribution to be made pursuant to such first sentence and to determine the
      value thereof. In the event of any such suspension, the Company shall issue
      a
      public announcement, with notice and copy thereof to the Rights Agent, stating
      that the exercisability of the Rights has been temporarily suspended, as well
      as
      a public announcement at such time as the suspension is no longer in effect,
      with notice and a copy thereof to the Rights Agent. For purposes of this Section
      11(a)(iii), the value of the Common Stock shall be the Current Market Price
      (as
      determined pursuant to Section 11(d) hereof) per share of the Common Stock
      on
      the Section 11(a)(ii) Adjustment Date and the value of any “Common Stock
      Equivalent” shall be deemed to have the same value as the Common Stock on such
      date.

     

    (b)  In
      case the Company shall fix a record date for the issuance of rights, options
      or
      warrants to all holders of Common Stock entitling them (for a period expiring
      within forty-five (45) calendar days after such record date) to subscribe for
      or
      purchase Common Stock (or securities convertible into Common Stock) at a price
      per share of Common Stock (or having a conversion price per share, if a security
      convertible into Common Stock) less than the Current Market Price (as determined
      pursuant to Section 11(d) hereof) on such record date, the Purchase Price to
      be
      in effect after such record date shall be determined by multiplying the Purchase
      Price in effect immediately prior to and not including such record date by
      a
      fraction, the numerator of which shall be the number of shares of Common Stock
      outstanding on such record date, plus the number of shares of Common Stock
      which
      the aggregate offering price of the total number of shares of Common Stock
      (and/or the aggregate initial conversion price of the convertible securities
      so
      to be offered) would purchase at such Current Market Price, and the denominator
      of which shall be the number of shares of Common Stock outstanding on such
      record date, plus the number of additional shares of Common Stock for
      subscription or purchase (or into which the convertible securities so to be
      offered are initially convertible); provided,
      however, that in no event shall the consideration to be paid upon the exercise
      of one Right be less than the aggregate par value of the shares of capital
      stock
      of the Company issuable upon exercise of one Right. In case such subscription
      price may be paid by delivery of consideration part or all of which may be
      in a
      form other than cash, the value of such consideration shall be as determined
      in
      good faith by the Board of Directors of the Company, whose determination shall
      be described in a statement filed with the Rights Agent and shall be binding
      on
      the Rights Agent and the holders of the Rights. Shares of Common Stock owned
      by
      or held for the account of the Company shall not be deemed outstanding for
      the
      purpose of any such computation. Such adjustment shall be made successively
      whenever such a record date is fixed, and in the event that such rights or
      warrants are not so issued, the Purchase Price shall be adjusted to be the
      Purchase Price which would then be in effect if such record date had not been
      fixed.

     

    (c)  In
      case
      the Company shall fix a record date for a distribution to all holders of the
      Common Stock (including any such distribution made in connection with a
      consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness or assets (other than a regular quarterly cash
      dividend or dividend payable in Common Stock), or subscription rights or
      warrants (excluding those referred to in Section 11 (b) hereof), the Purchase
      Price to be in effect after such record date shall be determined by multiplying
      the Purchase Price in effect immediately prior to such record date by a
      fraction, the numerator of which shall be the Current Market Price (as
      determined pursuant to Section 11 (d) hereof) per share of Common Stock on
      such
      record date, less the fair market value (as determined in good faith by the
      Board of Directors of the Company, whose determination shall be described in
      a
      statement filed with the Rights Agent and shall be binding on the Rights Agent
      and the holders of the Rights) of the portion of the assets or evidences of
      indebtedness so to be distributed or of such subscription rights or warrants
      applicable to a share of Common Stock and the denominator of which shall be
      such
      Current Market Price (as determined pursuant to Section 11 (d) hereof) per
      share
      of Common Stock; provided,
      however, that in no event shall the consideration to be paid upon the exercise
      of one Right be less than the aggregate par value of the shares of capital
      stock
      of the Company issuable upon exercise of one Right. Such adjustments shall
      be
      made successively whenever such a record date is fixed, and in the event that
      such distribution is not so made, the Purchase Price shall be adjusted to be
      the
      Purchase Price which would have been in effect if such record date had not
      been
      fixed.

     

    (d)  For
      the
      purpose of any computation hereunder, other than computations made pursuant
      to
      Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock
      on any date shall be deemed to be the average of the daily closing prices per
      share of such Common Stock for the thirty (30) consecutive Trading Days (as
      such
      term is hereinafter defined) immediately prior to and not including such date,
      and for purpose of computations made pursuant to Section 11 (a) (iii) hereof,
      the “Current Market Price” per share of Common Stock on any date shall be deemed
      to be the average of the daily closing prices per share of such Common Stock
      for
      the ten (10) consecutive Trading Days immediately following and not including
      such date; provided,
      however, that in the event that the Current Market Price per share of the Common
      Stock is determined during a period following the announcement by the issuer
      of
      such Common Stock of (A) a dividend or distribution on such Common Stock payable
      in shares of such Common Stock or securities convertible into shares of such
      Common Stock (other than the Rights), or (B) any subdivision, combination or
      reclassification of such Common Stock, and prior to the expiration of the
      requisite thirty (30) Trading Day or ten (10) Trading Day period, -as set forth
      above, after the ex-dividend date for such dividend or distribution, or the
      record date for such subdivision, combination or reclassification, then, and
      in
      each such case, the “Current Market Price” shall be properly adjusted to take
      into account ex-dividend trading. The closing price for each day shall be the
      last sale price, regular way, in either case as reported in the principal
      consolidated transaction reporting system with respect to securities listed
      or
      admitted to trading on the New York Stock Exchange or, if the shares of Common
      Stock are not listed or admitted to trading on the New York Stock Exchange,
      as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed on the principal national securities exchange on which
      the
      shares of Common Stock are listed or admitted to trading or, if the shares
      of
      Common Stock are not listed or admitted to trading on any national securities
      exchange the last quoted price or, if not so quoted, the average of the high
      bid
      and low asked prices in the over-the-counter market, as reported by the National
      Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or
      such other system then in use, or, if on any such date the shares of Common
      Stock are not quoted by any such organization, the average or the closing bid
      and asked prices as furnished by a professional market maker making a market
      in
      the Common Stock selected by the Board of Directors of the Company. If on any
      such date no market maker is making a market in the Common Stock, the fair
      value
      of such shares on such date as determined in good faith by the Board of
      Directors of the Company shall be used. The term “Trading Day” shall mean a day
      on which the principal national securities exchange on which the shares of
      Common Stock are listed or admitted to trading is open for the transaction
      of
      business or, if the shares of Common Stock are not listed or admitted to trading
      on any national securities exchange, a Business Day. If the Common Stock is
      not
      publicly held or not so listed or traded, “Current Market Price” per share shall
      mean the fair value per share as determined in good faith by the Board of
      Directors of the Company, whose determination shall be described in a statement
      filed with the Rights Agent and shall be conclusive for all
      purposes.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (o)  The
      Company covenants and agrees that, after the Distribution Date, it will not,
      except as permitted by Section 23 or Section 28 hereof, take (or permit any
      Subsidiary to take) any action if at the time such action is taken it is
      reasonably foreseeable that such action will diminish substantially or otherwise
      eliminate the benefits intended to be afforded by the Rights.

     

    Section
      12.  Certificate
      of Adjusted Purchase Price or Number of Shares.

     

    Whenever
      an adjustment is made as provided in Section 11 or Section 13 hereof, the
      Company shall (a) promptly prepare a certificate setting forth such adjustment
      and a brief and reasonably detailed statement of the facts and computation
      accounting for such adjustment, (b) promptly file with the Rights Agent, and
      with the transfer agent for the Common Stock, a copy of such certificate, and
      (c) mail a brief summary thereof to each holder of a Rights Certificate (or,
      if
      prior to the Distribution Date, to each holder of a certificate representing
      shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding
      the foregoing sentence, the failure by the Company to make such certification
      or
      give such notice shall not affect the validity of, or the force or effect of
      the
      requirement for, such adjustment. The Rights Agent shall be fully protected
      in
      relying on any such certificate and on any adjustment therein contained and
      shall have no duty with respect to and shall not be deemed to have knowledge
      of
      any adjustment unless and until it shall have received such a
      certificate.

     

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

     

    (a)  In
      the event that, following the Stock Acquisition Date, directly or indirectly,
      (x) the Company shall consolidate with, or merge with and into, any other Person
      (other than a Subsidiary of the Company in a transaction which complies with
      Section 11(o) hereof), and the Company shall not be the continuing or surviving
      corporation of such consolidation or merger, (y) any Person (other than
      a
      Subsidiary of
      the
      Company in a transaction which complies with Section 11(o) hereof) shall
      consolidate with, or merge with or into, the Company, and the Company shall
      be
      the continuing or surviving corporation of such consolidation or merger and,
      in
      connection with such consolidation or merger, all or part of the outstanding
      shares of Common Stock shall be changed into or exchanged for stock or other
      securities of any other Person or cash or any other property, or (z) the Company
      shall sell or otherwise transfer (or one or more of its Subsidiaries shall
      sell
      or otherwise transfer), in one transaction or a series of related transactions,
      assets or earning power aggregating more than 50% of the assets or earning
      power
      of the Company and its subsidiaries (taken as a whole) to any Person or Persons
      (other than the Company or any Subsidiary of the Company in one or more
      transactions each of which complies with Section 11(o) hereof) (any such event
      being a “Section 13 Event’), then, and in each such case, proper provision shall
      be made so that: (i) each holder of a Right, except as provided in Section
      7(e)
      hereof, shall thereafter have the right to receive, upon the exercise thereof
      at
      the then current Purchase Price in accordance with the terms of this Agreement,
      such number of validly authorized and issued, fully paid, non-assessable and
      freely tradeable shares of Common Stock of the Principal Party (as such term
      is
      hereinafter defined), not subject to any liens, encumbrances, rights of first
      refusal or other adverse claims, as shall equal the result obtained by dividing
      the then current Purchase Price for each whole share of Common Stock issuable
      pursuant to the exercise of the Rights immediately prior to the first 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, the then current Purchase Price
      for
      each whole share of Common Stock issuable pursuant to the exercise of the Rights
      immediately prior to the first occurrence of a Section 11(a)(ii) Event) (which,
      following the first occurrence of a Section 13 Event, shall be referred to
      as
      the “Purchase Price” for each Right and for all purposes of this Agreement), by
      50% of the Current Market Price (determined pursuant to Section 11(d) hereof)
      per share of the Common Stock of such Principal Party on the date of
      consummation of such Section 13 Event; (ii) such Principal Party shall
      thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
      all the obligations and duties of the Company pursuant to this Agreement; (iii)
      the term “Company” shall thereafter be deemed to refer to such Principal Party,
      it being specifically intended that the provisions of Section 11 hereof shall
      apply to such Principal Party following the first occurrence of a Section 13
      Event; (iv) such Principal Party shall take such steps (including, but not
      limited to, the reservation of a sufficient number of shares of its Common
      Stock) in connection with the consummation of any such transaction as may be
      necessary to assure that the provisions hereof shall thereafter be applicable,
      as nearly as reasonably may be, in relation to its shares of Common Stock
      thereafter deliverable upon the exercise of the Rights; and (v) the provisions
      of Section 1 l(a)(ii) hereof shall be of no effect following the first
      occurrence of any Section 13 Event.

     

    (b)  “Principal
      Party” shall mean:

     

    (i)  in
      the case of any transaction described in clause (x) or (y) of the first sentence
      of Section 13(a), (A) the Person that is the issuer of any securities into
      which
      shares of Common Stock of the Company are converted in such merger or
      consolidation, or, if there is more than one such issuer, the issuer of shares
      of Common Stock that has the highest aggregate Current Market Price (determined
      pursuant to Section 11(d)) and (B) if no securities are so issued, the Person
      that is the other party to such merger or consolidation, or, if there is more
      than one such Person, the Person the Common Stock of which has the highest
      aggregate Current Market Price (determined pursuant to Section 11(d));
      and

     

    (ii)  in
      the
      case of any transaction described in clause (z) of the first sentence of Section
      13(a), the Person that is the party receiving the greatest portion of the assets
      or earning power transferred pursuant to such transaction or transactions,
      or,
      if each Person that is a party to such transaction or transactions receives
      the
      same portion of the assets or earning power transferred pursuant to such
      transaction or transactions or if the Person receiving the largest portion
      of
      the assets or earning power cannot be determined, whichever Person the Common
      Stock of which has the highest aggregate Current Market Price (determined
      pursuant to Section 11(d));

     

    provided,
      however, that in any such case, (1) if the Common Stock of such Person is not
      at
      such time and has not been continuously over the preceding twelve (12) month
      period registered under Section 12 of the Exchange Act (“Registered Common
      Stock”), or such Person is not a corporation, and such Person is a direct or
      indirect subsidiary of another Person that
      has
      Registered Common Stock outstanding, “Principal Party” shall refer to such other
      Person; and (2) if the Common Stock of such Person is not Registered Common
      Stock or such Person is not a corporation, and such Person is a direct or
      indirect Subsidiary of another Person but is not a direct or indirect Subsidiary
      of another Person that has Registered Common Stock outstanding, “Principal
      Party” shall refer to the ultimate parent entity of such first-mentioned Person;
      (3) if the Common Stock of such Person is not Registered Common Stock or such
      Person is not a corporation, and such Person is directly or indirectly
      controlled by more than one Person, and one or more of such other Persons has
      Registered Common Stock outstanding, “Principal Party” shall refer to whichever
      of such other Persons is the issuer of the Registered Common Stock having the
      highest aggregate current per share market price (determined pursuant to Section
      11(d)); and (4) if the Common Stock of such Person is not Registered Common
      Stock or such Person is not a corporation, and such Person is directly or
      indirectly controlled by more than one Person, and none of such other Persons
      has Registered Common Stock outstanding, “Principal Party” shall refer to
      whichever ultimate parent entity is the corporation having the greatest
      shareholders’ equity or, if no such ultimate parent entity is a corporation,
      shall refer to whichever ultimate parent entity is the entity having the
      greatest net assets.

     

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

     

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

     

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

     

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

     

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

     

    Section
      14.  Fractional
      Rights and Fractional Shares.

     

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

     

    (b)  The
      Company shall not be required to issue fractional shares of Common Stock upon
      exercise of the Rights or to distribute certificates which evidence fractional
      shares of Common stock. In lieu of fractional shares equal to one-tenth of
      one
      share or less of Common Stock, the Company shall pay to the registered holders
      of Rights Certificates at the time such Rights are exercised as herein an amount
      in cash equal to the same fraction of the current market value of one share
      of
      Common Stock. Any exercise of Rights that would entitle the holder thereof
      to
      receive any fraction of a share greater than one-tenth of one share shall be
      governed by Section 7(a) hereof. For purposes of this Section 14(b), the current
      price of a share of Common Stock (as determined pursuant to Section 11(d) hereof
      for the Trading Day immediately prior to the date of such exercise.

     

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

     

    (d)  The
      holder of a Right by the acceptance of the Rights expressly waives his right
      to
      receive any fractional Rights or any fractional shares upon exercise of a Right,
      except as permitted by this Section 14.

     

    (e)  Whenever
      a payment for fractional Rights or fractional shares is to be made by the Rights
      Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent
      a
      certificate setting forth in reasonable detail the facts related to such
      payments and the prices and/or formulas used in calculating such payments,
      and
      (ii) provide sufficient monies to the Rights Agent in the form of fully
      collected funds to make such payments. The Rights Agent shall be fully protected
      in relying upon such a certificate and shall have no duty with respect to and
      shall not be deemed to have knowledge of any payment for fractional Rights
      or
      fractional shares under this Section 14 unless and until it shall have received
      such a certificate and sufficient monies.

     

    Section
      15.  Rights
      of Action.

     

    All
      rights of action in respect of this Agreement, other than rights of action
      vested in the Rights Agent pursuant to Section 18 hereof, are vested in the
      respective registered holders of the Rights Certificates (and, prior to the
      Distribution Date, the registered holders of the Common Stock); and any
      registered holder of any Rights Certificate (or, prior to the Distribution
      Date,
      of the Common Stock), without the consent of the Rights Agent or of the holder
      of any other Rights Certificate (or, prior to the Distribution Date, of the
      Common Stock), may, in his own behalf and for his own benefit, enforce, and
      may
      institute and maintain any suit, action or proceeding against the Company to
      enforce, or otherwise act in respect of, his right to exercise the Rights
      evidenced by such Rights Certificate in the manner provided in such Rights
      Certificate and in this Agreement. Without limiting the foregoing or any
      remedies available to the holders of Rights, it is specifically acknowledged
      that the holders of Rights would not have an adequate remedy at law for any
      breach of this Agreement and shall be entitled to specific performance of the
      obligations hereunder and injunctive relief against actual or threatened
      violations of the obligations hereunder of any Person subject to this
      Agreement.

     

    Section
      16.  Agreement
      of Rights Holders.

     

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

     

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

     

    (b)  after
      the Distribution Date, the Rights certificates are transferable only on the
      registry books of the Rights Agent if surrendered at the office or offices
      of
      the Rights Agent designated for such purposes duly endorsed or accompanied
      by a
      proper instrument of transfer and with the appropriate forms and certificates
      fully executed;

     

    (c)  subject
      to Section 6(a) and Section 7(e) hereof, the Company and the Rights Agent may
      deem and treat the Person in whose name a Rights Certificate (or, prior to
      the
      Distribution Date, the associated Common Stock certificate) is registered as
      the
      absolute owner thereof and of the Rights evidenced thereby (notwithstanding
      any
      notations of ownership or writing on the Rights Certificates or the associated
      Common Stock certificate made by anyone other than the Company or the Rights
      Agent) for all purposes whatsoever, and neither the Company nor the Rights
      Agent, subject to the last sentence of Section 7(e) hereof, shall be required
      to
      be affected by any notice to the contrary; and

     

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

     

    Section
      17.  Rights
      Certificate Holder Not Deemed a Stockholder.

     

    No
      holder, as such, of any Rights Certificate shall be entitled to vote, receive
      dividends or be deemed for any purpose the holder of the number of any shares
      Common Stock or any other securities of the Company which may at any time be
      issuable on the exercise of the Rights represented thereby, nor shall anything
      contained herein or in any Rights Certificate be construed to confer upon the
      holder of any Rights Certificate, as such; any of the rights of a stockholder
      of
      the company or any right to vote for the election of directors or upon any
      matter submitted to stockholders at any meeting thereof, or to give or withhold
      consent to any corporate action, or to receive notice of meetings or other
      actions affecting stockholders (except as provided in Section 26 hereof), or
      to
      receive dividends or subscription rights, or otherwise, until the Right or
      Rights evidenced by such Rights Certificate shall have been exercised in
      accordance with the provisions hereof.

     

    Section
      18.  Concerning
      the Rights Agent.

     

    (a)  The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and disbursements and
      other disbursements incurred in the preparation, execution, delivery, amendment,
      administration and execution of this Agreement and the exercise and performance
      of its duties hereunder. The Company also agrees to indemnify the Rights Agent
      for, and to hold it harmless against, any loss, liability, damage, judgment,
      fine, penalty, claim, demand, settlement, cost or expense, incurred without
      gross negligence, bad faith or willful misconduct on the part of the Rights
      Agent, for any action taken, suffered or omitted by the Rights Agent in
      connection with the acceptance and administration of this Agreement, including
      without limitation the costs and expenses of defending against any claim of
      liability in the premises.

     

    (b)  The
      Rights Agent shall be protected and shall incur no liability for or in respect
      of any action taken, suffered or omitted by it in connection with the acceptance
      and administration of this Agreement in reliance upon any Rights Certificate
      or
      certificate for Common Stock or for other securities of the Company, instrument
      of assignment or transfer, power of attorney, endorsement, affidavit, letter,
      notice, direction, consent, certificate, statement or other paper or documents
      believed by it to be genuine and to be signed, executed and, where necessary,
      verified or acknowledged, by the proper Person or Persons.

     

    Section
      19.  Merger
      or Consolidation or Change of Name of Rights Agent.

     

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

     

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

     

    Section
      20.  Duties
      of Rights Agent.

     

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

     

    (a)  The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the advice or opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent, and the Rights Agent shall
      incur no liability for or in respect of, any action taken, suffered or omitted
      by it in good faith and in accordance with such advice or opinion.

     

    (b)  Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter (including, without
      limitation, the identity of any Acquiring Person and the determination of
“Current Market Price”) be proved or established by the Company prior to taking,
      suffering or omitting any action hereunder, such fact or matter (unless other
      evidence in respect thereof be herein specifically prescribed) may be deemed
      to
      be conclusively proved and established by a certificate signed by the Chief
      Executive officer, the President, any Vice President, the Treasurer, any
      Assistant Treasurer, the Secretary or any Assistant Secretary of the Company
      and
      delivered to the Rights Agent; and such certificate shall be full authorization
      and protection to the Rights Agent for, and the Rights Agent shall incur no
      liability for or in respect of, any action taken, suffered or omitted in good
      faith by it under the provisions of this Agreement in reliance upon such
      certificate.

     

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

     

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

     

    (e)  The
      Rights Agent shall not be under any liability or responsibility in respect
      of
      the validity of this Agreement or the execution and delivery hereof (except
      the
      due execution hereof by the Rights Agent) or in respect of the validity or
      execution of any Rights Certificate (except its countersignature thereof);
      nor
      shall it be responsible for any breach by the Company of any covenant or
      condition contained in this Agreement or in any Rights Certificate; nor shall
      it
      be responsible for any adjustment required under the provisions of Section
      11 or
      Section 13 hereof or responsible for the manner, method or amount of any such
      adjustment or the ascertaining of the existence of facts that would require
      any
      such adjustment (except with respect to the exercise of Rights evidenced by
      Rights Certificates after receipt of the certificate described in Section 12
      hereof setting forth any such adjustment); nor shall it by any act hereunder
      be
      deemed to make any representation or warranty as to the authorization of
      reservation of any shares of Common Stock to be issued pursuant to this
      Agreement or any Rights Certificate or as to whether any shares of Common Stock
      will, when so issued, be validly authorized and issued, fully paid and
      non-assessable.

     

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

     

    (g)  The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from the Chief Executive
      Officer, the President, any Vice President, the Secretary, any Assistant
      Secretary, the Treasurer or any Assistant Treasurer of the Company, and to
      apply
      to such officers for advice or instructions in connection with its duties,
      and
      such instructions shall be full authorization and protection to the Rights
      Agent
      and the Rights Agent shall incur no liability for or in respect of any action
      taken, suffered, or omitted by it in good faith in accordance with instructions
      of any such officer. The Rights Agent may conclusively rely on the most recent
      instructions given by any such officer.

     

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

     

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

     

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

     

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

     

    (l)  In
      no event shall the Rights Agent be liable for special, indirect or consequential
      loss or damage of any kind whatsoever (including without limitation lost
      profits), even if the Rights Agent has been advised of the likelihood of such
      loss or damage and regardless of the form of action.

     

    Section
      21.  Change
      of Rights Agent.

     

    The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon thirty (30) days’ notice in writing mailed to
      the Company, and to the transfer agent of the Common Stock by registered or
      certified mail, and to the holders of the Rights Certificates by first-class
      mail. The Company may remove the Rights Agent or any successor Rights Agent
      upon
      thirty (30) days’ notice in writing, mailed to the Rights Agent or successor
      Rights Agent, as the case may be, and to the transfer agent of the Common Stock
      by registered or certified mail, and to the holders of the Rights Certificates
      by first-class mail. If the Rights Agent shall resign or be removed or shall
      otherwise become incapable of acting, the Company shall appoint a successor
      to
      the Rights Agent. If the Company shall fail to make such appointment within
      a
      period of thirty (30) days after giving notice of such removal or after it
      has
      been notified in writing of such resignation or incapacity by the resigning
      or
      incapacitated Rights Agent or by the holder of the Rights Certificate (who
      shall, with such notice, submit his Rights Certificate for inspection by the
      Company), then any registered holder of any Rights Certificate may apply to
      any
      court of competent jurisdiction for the appointment of a new Rights Agent.
      Any
      successor Rights Agent, whether appointed by the Company or by such a court,
      shall be (a) a Person or association organized and doing business under the
      laws
      of the United States or of any state of the United States as long as such Person
      is authorized to do business in any state of the United States, in good
      standing, and having an office in any state of the United States, which is
      subject to supervision or examination by federal or state Authority and which
      has at the time of its appointment as Rights Agent a combined capital and
      surplus of at least $50,000,000 or (b) an affiliate of a corporation described
      in clause (a) of this sentence. After appointment, the successor Rights Agent
      shall be vested with the same powers, rights, duties and responsibilities as
      if
      it had been originally named as Rights Agent without further act or dead; but
      the predecessor Rights Agent shall deliver and transfer to the successor Rights
      Agent any property at the time held by it hereunder, and execute and deliver
      any
      further assurance, conveyance, act or deed necessary for the purpose. Not later
      than the effective date of any such appointment, the Company shall file notice
      thereof in writing with the predecessor Rights Agent and the transfer agent
      of
      the Common Stock and mail a notice thereof in writing to the registered holders
      of the Rights Certificates. Failure to give any notice provided for in this
      Section 21, however, or any defect therein, shall not affect the legality or
      validity of the resignation or removal of the Rights Agent or, the appointment
      of the successor Rights Agent, as the case may be.

     

    Section
      22.  Issuance
      of New Rights Certificates.

     

    Notwithstanding
      any of the provisions of this Agreement or of the Rights to the contrary, the
      Company may, at its option, issue new Rights Certificates evidencing Rights
      in
      such form as may be approved by its Board of Directors to reflect any adjustment
      or change in the Purchase Price and the number or kind or class of shares or
      other securities or property purchasable under the Rights Certificates made
      in
      accordance with the provisions of this Agreement. In addition, in connection
      with the issuance or sale of shares of Common Stock following the Distribution
      Date and prior to the redemption or expiration of the Rights, the Company (a)
      shall, with respect to shares of Common Stock so issued or sold pursuant to
      the
      exercise of stock options or under any employee plan or arrangement, or upon
      the
      exercise, conversion or exchange of securities hereinafter issued by the
      Company, and (b) may, in any other case, if deemed necessary or appropriate
      by
      the Board of Directors of the Company, issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale;
      provided,
      however,
      that (i) no such Rights Certificate shall be issued if, and to the extent that,
      the Company shall be advised by counsel that such issuance would create a
      significant risk of material adverse tax consequences to the Company or the
      person to whom such Rights Certificate would be issued or would create a
      significant risk of or result in such options’ or employee plans’ or
      arrangements’ failing to qualify for otherwise available special tax treatment,
      and (ii) no such Rights Certificate shall be issued if, and to the extent that,
      appropriate adjustment shall otherwise have been made in lieu of the issuance
      thereof.

     

    Section
      23.  Redemption
      and Termination.

     

    (a)  (i)
      The
      Board of Directors of the Company may, at its option, at any time prior to
      the
      earliest of (1) the Close of Business on the tenth Business Day following the
      Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred
      prior to the Record Date, the Close of Business on the tenth Business Day
      following the Record Date), (2) such time on or after the Stock Acquisition
      Date
      as there shall have occurred a Change in Control or (3) the Close of Business
      on
      the Final Expiration Date, redeem all but not less than all the then outstanding
      Rights at a redemption price of $.01 per Right, as such amount may be
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such redemption price being
      hereinafter referred to as the “Redemption Price”).

     

    (ii)  “Change
      of Control” shall mean:

     

    (1)  The
      acquisition (other than from the Company) by any Person (excluding, for this
      purpose, (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
      benefit plan of the Company or of any Subsidiary of the Company, or any person
      or entity organized, appointed or established by the Company for or pursuant
      to
      the terms of any such plan or (iv) the Approved Group) of beneficial ownership
      of 50% or more of either the then outstanding shares of Common Stock or the
      combined voting power of the Company’s then outstanding voting securities
      entitled to vote generally in the election of directors; or

     

    (2)  Approval
      by the stockholders of the Company, of a reorganization, merger consolidation,
      in each case, with respect to which persons who were the stockholders of the
      Company immediately prior to such reorganization, merger or consolidation do
      not, immediately thereafter, own more than 50% of the combined voting power
      entitled to vote generally in the election of directors of the reorganized,
      merged or consolidated company’s then outstanding voting securities, or a
      liquidation or dissolution of the Company or of the sale of all or substantially
      all of the assets of the Company.

     

    (b)  In
      addition, the Board of Directors of the Company may, with notice to the Rights
      Agent, reinstate the right of redemption if, following the occurrence of a
      Stock
      Acquisition Date and following the expiration of the right of redemption
      hereunder but prior to any Adjustment Event, (i) a Person who is an Acquiring
      Person shall have transferred or otherwise disposed of a number of shares of
      Common Stock in one transaction or a series of transactions, not directly or
      indirectly involving the Company or any of its Subsidiaries, which did not
      result in the occurrence of an Adjustment Event such that such Person is
      thereafter a Beneficial Owner of less than 10% of the outstanding shares of
      Common Stock, and (ii) there are no other Persons, immediately following the
      occurrence of the event described in clause (i) who are Acquiring Persons.
      Upon
      the occurrence of the foregoing, the right of redemption shall be reinstated
      and
      thereafter be subject to the provisions of this Section 23.

     

    (c)  Notwithstanding
      the foregoing, if the Board of Directors approves a transaction that would
      constitute a Section 13 Event involving the Company and a Person or entity,
      other than an Acquiring Person or Offering Person, then the right of redemption
      shall be reinstated and may be exercised by the Board of Directors of the
      Company, at its option, at any time following such approval.

     

    (d)  Notwithstanding
      anything contained in this Agreement to the contrary, the Rights shall not
      be
      exercisable after the first occurrence of an event described in Section
      11(a)(ii) until such time as the Company’s right of redemption hereunder has
      expired. The Company may, at its option, pay the Redemption Price in cash,
      shares of Common Stock (based on the “Current Market Price,” as defined in
      Section 11(d) hereof, of the Common Stock at the time of redemption) or any
      other form of consideration deemed appropriate by the Board of
      Directors.

     

    (e)  Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights without any further action and without any notice, the right
      to
      exercise the Rights will terminate and the only right thereafter of the holder
      of Rights shall be to receive the Redemption Price for each Right so held.
      Promptly after the action of the Board of Directors ordering the redemption
      of
      the Rights, the Company shall give notice of such redemption to the Rights
      Agent
      and the holders of the then outstanding Rights by (in the case of notice to
      holders) mailing such notice to all such holders at each holder’s last address
      as it appears upon the registry books of the transfer agent for the Common
      Stock; provided,
      however, that the failure to give, or any defect in, any such notice shall
      not
      affect the validity of such redemption. Any notice which is mailed in the manner
      herein provided shall be deemed given, whether or not the holder receives the
      notice. Each such notice of redemption will state the method by which the
      payment of the Redemption Price will be made.

     

    Section
      24.  Exchange.

     

     (a)
      The
      Board of Directors of the Company may, at its option, at any time after any
      Person becomes an Acquiring Person, exchange all or part of the then outstanding
      and exercisable Rights (which shall not include Rights that have become null
      and
      void pursuant to the provisions of Section 7(e) hereof) for shares of Common
      Stock at an exchange ratio of one share of Common Stock per Right, appropriately
      adjusted to reflect any stock split, stock dividend or similar transaction
      occurring after the date hereof (such exchange ratio being hereinafter referred
      to as the “Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board
      of Directors shall not be empowered to effect such exchange at any time after
      any Person (other than the Company, any Subsidiary of the Company, any employee
      benefit plan of the Company or any such Subsidiary, or any Person organized,
      appointed or established by the Company for or pursuant to the terms of any
      such
      plan), together with all Affiliates and Associates of such Person, becomes
      the
      Beneficial Owner of more than 50% of the Common Stock then
      outstanding.

     

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

     

    (c)  In
      any
      exchange pursuant to this Section 24, the Company, at its option, may substitute
      common stock equivalents (as such term is defined in Section 11(a)(iii) hereof)
      for some or all of the shares of Common Stock exchangeable for
      Rights.

     

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

     

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

     

    Section
      25.  Transition
      from Prior Rights Agreement.

     

    Notwithstanding
      anything in this Agreement to the contrary, if prior to the Close of Business
      on
      March 1, 1999, a “Distribution Date” shall have occurred under the Prior Rights
      Agreement and the Prior Rights shall not have been redeemed pursuant to Section
      23 of the Prior Rights Agreement and the Board of Directors shall not have
      exchanged the Prior Rights pursuant to Section 24 of the Prior Rights Agreement,
      then (i) the Rights shall be distributed to holders of the Prior Rights
      effective at the Close of Business on the Rights Dividend Declaration Date
      (without giving effect to the expiration of the Prior Rights at such date)
      who
      have not effectively exercised such Prior Rights, provided
      that
      no
      Person shall be entitled to receive Rights (or, if such Rights are received,
      to
      exercise Rights) to the extent that a transaction has occurred which would
      cause
      the Prior Rights held by such Person to be null and void or not exercisable
      pursuant to Section 7(e) of the Prior Rights Agreement.

     

    If,
      within the meaning of the Prior Rights Agreement, prior to the expiration of
      the
      Prior Rights (i) any Person shall become an “Acquiring Person,” (ii) a
“Distribution Date” shall have occurred or (iii) an “Adjustment Event” or other
      event shall have occurred which would, under the terms of the Prior Rights
      Agreement, with the passage of time, have given rise to the occurrence of a
      “Distribution Date” under the Prior Agreement but for the expiration of the
      Prior Rights Agreement, then the Company and the Rights Agent shall, if the
      Company so directs, supplement or amend the provisions of this Agreement
      (including this Section 25) without the approval of the holders of the Common
      Stock or the Prior Rights, in such manner as the Board of Directors of the
      Company shall in its sole discretion see fit to adjust the provisions of the
      Rights to provide and preserve the benefits to the holders of the Rights
      contemplated by this Agreement and the benefits to the holders of the Prior
      Rights contemplated by the Prior Rights Agreement, in the light of the
      circumstances prevailing at the time.

     

    Section
      26.  Notice
      of Certain Events.

     

    (a)  In
      case the Company shall propose, at any time after the Distribution Date, (i)
      to
      pay any dividend payable in stock of any class to the holders of Common Stock
      or
      to make any other distribution to the holders of Common Stock (other than a
      regular quarterly cash dividend out of earnings or retained earnings of the
      Company), or (ii) to offer to holders of Common Stock rights or warrants to
      subscribe for or to purchase any additional shares of Common Stock or shares
      of
      stock of any class or any other securities, rights or options, or (iii) to
      effect any reclassification of its Common Stock (other than a reclassification
      involving only the subdivision of outstanding shares of Common Stock), or (iv)
      to effect any consolidation or merger into or with any other Person other than
      a
      Subsidiary of the Company in a transaction which complies with Section 11 (b)
      hereof, or to effect any sale or other transfer (or to permit one or more of
      its
      Subsidiaries to effect any sale or other transfer), in one transaction or a
      series of related transactions, of more than 50% of the assets or earning power
      of the Company and its Subsidiaries (taken as a whole) to any other person
      or
      Persons (other than the Company and/or any of its Subsidiaries in one or more
      transactions each of which complies with Section 11 (o) hereof), or (v) to
      effect the liquidation, dissolution or winding up of the Company, then, in
      each
      such case, the Company shall give to the Rights Agent and to each holder of
      a
      Rights Certificate in accordance with Section 27 hereof, a notice of such
      proposed action, which shall specify the record date for the purposes of such
      stock dividend, distribution of rights or warrants, or the date on which such
      reclassification, consolidation, merger, sale, transfer, liquidation,
      dissolution, or winding up is to take place and the date of participation
      therein by the holders of the shares of Common Stock, if any such date is to
      be
      fixed, and such notice shall be so given in the case of any action covered
      by
      clause (i) or (ii) above at least twenty (20) days prior to the record date
      for
      determining holders of the shares of Common Stock for purposes of such other
      action, and in the case of any such. other action, at least twenty (20) days
      prior to the date of the taking of such proposed action of the date of
      participation therein by the holders of the shares of Common Stock which ever
      shall be the earlier.

     

    (b)  In
      case any of the events set forth in Section 11(a)(ii) hereof shall occur, then,
      in any such case, (i) the Company shall as soon as practicable thereafter give
      to each holder of the Rights Certificate, to the extent feasible and in
      accordance with Section 27 hereof a notice of the occurrence of such event,
      which shall specify the event and the consequences of the event to holders
      of
      Rights under Section 11(a)(ii) hereof.

     

    Section
      27.  Notices.

     

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

     

    Longview
      Fibre Company

    300
      Fibre
      Way, P.O. Box 639

    Longview,
      Washington 98632

    Attention:
      Corporate Secretary

    


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

     

    ChaseMellon
      Shareholder Services, L.L.C.

    85
      Challenger Road

    Ridgefield
      Park, NJ 07660-2108

    Attention:
      General
      Counsel

    


    Notices
      or demands authorized by this Agreement to be given or made by the Company
      or
      the Rights Agent to the holder of any Rights Certificate (or, if prior to the
      Distribution Date, to the holder of certificates representing shares of Common
      Stock) shall be sufficiently given or made if sent by first-class mail, postage
      pre-paid, addressed to such holder at the address of such holder as shown on
      the
      registry books of the Company.

     

    Section
      28.  Supplements
      and Amendments.

     

    Prior
      to
      the Distribution Date and subject to the penultimate sentence of this Section
      28, the Company and the Rights Agent shall, if the Company so directs,
      supplement or amend any provision of this Agreement without the approval of
      any
      holders of certificates representing shares of Common Stock. From and after
      the
      Distribution Date and subject to the penultimate sentence of this Section 28,
      the Company and the Rights Agent shall, if the Company so directs, supplement
      or
      amend this Agreement without the approval of any holders of Rights Certificates
      in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
      contained herein which may be defective or inconsistent with any other
      provisions herein, (iii) to shorten or lengthen any time period hereunder,
      or
      (iv) to change or supplement the provisions hereunder in any manner which the
      Company may deem necessary or desirable and which shall not adversely affect
      the
      interests of the holders of Rights Certificates (other than an Acquiring Person,
      or an Affiliate or Associate of any such Person); provided,
      this
      Agreement may not be supplemented or amended to lengthen, pursuant to clause
      (iii) of this sentence, (A) a time period relating to when the Rights may be
      redeemed at such time as the Rights are not then redeemable, or (B) any other
      time period unless such lengthening is for the purpose of protecting, enhancing
      or clarifying the rights of, and/or the benefits to, the holders of Rights
      and
      further provided
      that
      such
      supplement or amendment does not change or increase the Right Agent’s duties or
      obligations. Upon the delivery of a certificate from an appropriate officer
      of
      the Company which states that the proposed supplement or amendment is in
      compliance with the terms of this Section 28, and, if requested by the Rights
      Agent, an opinion of counsel, the Rights Agent shall execute such supplement
      or
      amendment. Notwithstanding anything contained in this Agreement to the contrary,
      no supplement or amendment shall be made after the Rights Dividend Declaration
      Date which changes the Redemption Price, the Purchase Price or the number of
      shares of Common Stock for which a Right is exercisable, or which changes the
      Final Expiration Date to a date before the Close of Business on March 1, 2009.
      Prior to the Distribution Date, the interests of the holders of Rights shall
      be
      deemed coincident with the Interests of the holders of Common
      Stock.

     

    Section
      29.  Successors.

     

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

     

    Section
      30.  Determinations
      and Actions by the Board of Directors, etc.

     

    For
      all
      purposes of this Agreement, any calculation of the number of shares of Common
      Stock outstanding at any particular time, including for purposes of determining
      the particular percentage of such outstanding shares of Common Stock of which
      any Person is the Beneficial Owner, shall be made in accordance with the last
      sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
      the
      Exchange Act. The Board of Directors of the Company (or, as set forth herein,
      certain specified members thereof) shall have the power and authority to
      administer this Agreement and to exercise all rights and powers specifically
      granted to the Board of Directors of the Company or to the Company, or as may
      be
      necessary or advisable in the administration of this Agreement, including,
      without limitation, the right and power to (i) interpret the provisions of
      this
      Agreement, and (ii) make all determinations deemed necessary or advisable for
      the administration of this Agreement (including, but not limited to, a
      determination to redeem or not redeem the Rights or to amend this Agreement).
      All such actions, calculations, interpretations and determinations (including,
      for purposes of clause (y) below, all omissions with respect to the foregoing)
      which are done or made by the Board of Directors of the Company in good faith,
      shall (x) be final, conclusive and binding on the Company, the Rights Agent,
      the
      holders of the Rights and (y) not subject the Board to any liability to the
      holders of the Rights. The Rights Agent may assume that the Company’s Board of
      Directors acted in good faith in respect of all such calculations,
      interpretations and determinations performed under this Section 30.

     

    Section
      31.  Benefits
      of this Agreement.

     

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

     

    Section
      32.  Severability.

     

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

     

    Section
      33.  Governing
      Law.

     

    This
      Agreement, each Right and each Rights Certificate issued hereunder shall be
      deemed to be a contract made under the laws of the State of Washington and
      for
      all purposes shall be governed by and construed in accordance with the laws
      of
      such State applicable to contracts made and to be performed entirely within
      such
      State; except that all provisions regarding the rights, duties and obligations
      of the Rights Agent shall be governed by and construed in accordance with the
      laws of the State of New York applicable to the contracts made and to be
      performed entirely within such state.

     

    Section
      34.  Counterparts.

     

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

     

    Section
      35.  Descriptive
      Headings.

     

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

     

    



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

     

    LONGVIEW
      FIBRE COMPANY

    


    /s/
      L.
      J. Holbrook     

    Name:
      L.
      J.
      Holbrook     

    Title:
      Senior
      Vice President - Finance  

    


    CHASEMELLON
      SHAREHOLDER SERVICES, L.L.C.

    


     

    Name:
             

    Title:
             

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



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

     

    


    LONGVIEW
      FIBRE COMPANY

    


     

    Name:
             

    Title:
             

    


    CHASEMELLON
      SHAREHOLDER SERVICES, L.L.C.

    


    /s/
      Asa Drew      

    Name:
       ASA
      DREW     

    Title:
      ASSISTANT
      VICE PRESIDENT  

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      A

    (Form
      of
      Rights Certificate)

    


    Certificate
      No. R-  ___________
      Rights

    


    NOT
      EXERCISABLE AFTER MARCH 1, 2009 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
      COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
      AT
      $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
      UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
      (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
      OF
      SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
      CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
      ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
      AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
      SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]*

    


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

    


    Rights
      Certificate

    


    LONGVIEW
      FIBRE COMPANY

    


    This
      certifies that     ,
      or
      registered assigns, is the registered owner of the number of Rights set forth
      above, each of which entitles the owner thereof, subject to the terms,
      provisions and conditions of the Rights Agreement, dated as of March 1, 1999
      (the “Rights Agreement”), between Longview Fibre Company, a Washington
      corporation (the “Company”), and ChaseMellon Shareholder Securities, L.L.C. (the
“Rights Agent”), to purchase from the Company at any time after the Distribution
      Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.
      (New York City time) on March 1, 2009 at the office or offices of the Rights
      Agent designated for such purpose, or its successors as Rights Agent, one-tenth
      of one fully paid, non-assessable share of Common Stock of the Company (the
      “Common Stock”), at a purchase price of $50 per whole share of Common Stock (the
“Purchase Price”) (equivalent to $5 for each one-tenth of one share) upon
      presentation and surrender of this Rights Certificate with the Form of Election
      to Purchase and related Certificate duly executed. The number of Rights
      evidenced by this Rights Certificate (and the number of shares of Common Stock
      which may be purchased upon exercise hereof) set forth above, and the Purchase
      Price per share set forth above, are the number and Purchase Price as of March
      1, 1999, based on the Common Stock as constituted at such date.

    


    Upon
      the
      occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights
      Agreement), if the Rights evidenced by this Rights Certificate are beneficially
      owned by (i) an Acquiring Person or an Affiliate or Associate of any such Person
      (as such terms are defined in the Rights Agreement) (ii) a transferee of any
      such Acquiring Person, Associate or Affiliate, or (iii) under certain
      circumstances specified in the Rights Agreement, a transferee of a person:
      who,
      after such transfer, become an Acquiring Person, or an Affiliate or Associate
      of
      any such Person, such Rights shall automatically become null and void and no
      holder hereof shall have any right with respect to such Rights from and after
      the occurrence of such Section 11(a)(ii) Event.

    


    As
      provided in the Rights Agreement, the Purchase Price and the number and kind
      of
      shares of Common Stock or other securities, which may be purchased upon the
      exercise of the Rights evidenced by this Rights Certificate are subject to
      modification and adjustment upon the happening of certain events, including
      Adjustment Events (as such term is defined in the Rights
      Agreement).

    


    In
      the
      circumstances described in Section 13 of the Rights Agreement, the securities
      issuable upon the exercise of the Rights evidenced hereby shall be the Common
      Stock or similar equity securities or equity interests of an entity other than
      the Company.

    


    This
      Rights Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Rights Certificates, which
      limitations of rights include the temporary suspension of the exercisability
      of
      such Rights under the specific circumstances set forth in the Rights Agreement.
      Copies of the Rights Agreement are on file at the office of the Company and
      are
      also available upon written request to the Company.

    


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

    


    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate may be redeemed by the Company at its option at a redemption price
      of $.0l per Right or may be exchanged in whole or in part for shares of Common
      Stock.

    


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

    


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

    


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

    


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

    


    Dated
      as
      of ,
            

    


    ATTEST: LONGVIEW
      FIBRE COMPANY

    By

    Name:  Name:

    Title:  Title:

    


    Countersigned:

    


    CHASEMELLON
      SHAREHOLDER

    SERVICES,
      L.L.C., as Rights Agent

    


    By
            

    Name:
            

    Title:
            

    



    
      
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    (Form
      of
      Reverse Side of Rights Certificate)

    


    FORM
      OF ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such

    holder
      desires to transfer the Rights Certificate.)

    


    FOR
      VALUE
      RECEIVED

    


    hereby
      sells, assigns and transfers unto

    


    


    (Please
      print name and address of transferee)

    


    


    this
      Rights Certificate, together with all right, title and interest therein, and
      does hereby irrevocably constitute and appoint Attorney,
      to transfer the within Rights Certificate on the books of the within-named
      Company, with full power of substitution.

    


    Date:
       ,
       .

    Signature

    


    Signature
      Guaranteed:

    


    Signatures
      must be guaranteed by a member firm of a national securities exchange, a member
      of the National Association of Securities Dealers, Inc., commercial bank or
      trust company having an office or correspondent in the United States or another
      eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934, as amended).

    


    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


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

    



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

    


    Date:
       ,
       .

    


    Signature

    


    Signature
      Guaranteed:

    


    NOTICE

    


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

    



    
      
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    (Form
      of
      Reverse Side of Rights Certificate - continued)

    


    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed if holder desires to

    exercise
      Rights represented by the Rights Certificate.)

    


    To
      Longview Fibre Company:

    


    The
      undersigned hereby irrevocably elects to exercise Rights

    represented
      by this Rights Certificate to purchase the shares of Common Stock issuable
      upon
      the

    exercise
      of the Rights (or such other securities of the Company or of any other person
      which may

    be
      issuable upon the exercise of the Rights) and requests that certificates for
      such shares be

    issued
      in
      the name of and delivered to:

    


    Please
      insert social security

    or
      other
      identifying number

    


    (Please
      print name and address)

    


    


    If
      the
      number of Rights being exercised hereunder would entitle the undersigned to
      receive any fraction of a share of Common Stock greater than one-tenth of one
      share, the undersigned is concurrently herewith purchasing an additional
      fraction of a share of Common Stock which, when added to the number of shares
      of
      Common Stock issuable upon the exercise of such Rights, equals an integral
      number of shares of Common Stock.

    


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

    


    Please
      insert social security 

    or
      other
      identifying number

    


    


    (Please
      print name and address)

    


    


    


    


    



    
      
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    Date:
       ,
       .

    


    Signature

    


    Signature
      Guaranteed:

    


    Signatures
      must be guaranteed by a member firm of a national securities exchange, a member
      of the National Association of Securities Dealers, Inc., commercial bank or
      trust company having an office or correspondent in the United States or another
      eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934, as amended).

    


    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


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

    


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

    


    Date:
       ,
       .

    


    Signature

    


    Signature
      Guaranteed:

    


    NOTICE

    


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

    



    
      
        
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    Exhibit
      B

    LONGVIEW
      FIBRE COMPANY

    SUMMARY
      OF RIGHTS TO PURCHASE

    COMMON
      STOCK

    


    On
      January 26, 1999, the Board of Directors of Longview Fibre Company (the
“Company”) declared a dividend distribution of one common share purchase right
      (a “Right”) for each outstanding share of common stock of the Company (the
“Common Stock”) to stockholders of record at the close of business on March 1,
      1999 (the “Record Date”). Each Right entitles the registered holder to purchase
      from the Company one-tenth of one share of Common Stock, at a purchase price
      of
      $50 per share of Common Stock (the “Purchase Price”, equivalent to $5 for each
      one-tenth of one share), subject to adjustment. The description and terms of
      the
      Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the
      Company and ChaseMellon Shareholder Services, L.L.C., as Rights
      Agent.

    


    Initially,
      the Rights will be attached to all Common Stock certificates representing shares
      then outstanding, and no separate Rights Certificates will be distributed.
      The
      Rights will separate from the Common Stock and a Distribution Date will occur
      upon the earlier of (i) the first date of public announcement that a person
      or
      group of affiliated or associated persons (an “Acquiring Person”) has acquired,
      or obtained the right to acquire, beneficial ownership of 10% or more of the
      outstanding shares of Common Stock (the “Stock Acquisition Date”) or (ii) ten
      business days following the commencement of a tender offer or exchange offer
      that would result in a person or group beneficially owning 10% or more of such
      outstanding shares of Common Stock (“Offering Person”) (the earlier of such
      dates being called the “Distribution Date”).

    


    Until
      the
      Distribution Date (or earlier redemption or expiration of the Rights), (i)
      the
      Rights will be evidenced by the Common Stock certificates and will be
      transferred with and only with such Common Stock certificates, (ii) new Common
      Stock certificates issued after March 1, 1999 will contain a notation
      incorporating the Rights Agreement by reference and (iii) the surrender for
      transfer of any certificates for Common Stock outstanding will also constitute
      the transfer of the Rights associated with the Common Stock represented by
      such
      certificate.

    


    The
      Rights are not exercisable until the Distribution Date. The Rights will expire
      at the close of business on March 1, 2009 (the “Final Expiration Date”), unless
      earlier redeemed or exchanged by the Company as described below.

    


    As
      soon
      as practicable after the Distribution Date, Rights Certificates will be mailed
      to holders of record of the Common Stock as of the close of business on the
      Distribution Date and, thereafter, the separate Rights Certificates alone will
      represent the Rights. Except as otherwise determined by the Board of Directors,
      only shares of Common Stock issued prior to the Distribution Date will be issued
      with Rights.

    


    In
      the
      event that the Board of Directors determines that (i) at any time following
      the
      date of the Rights Agreement, any Person becomes an Acquiring Person (other
      than
      the Company, its affiliates or members of the Approved Group, as described
      in
      the Rights Agreement), or (ii) an Acquiring Person engages in various
      self-dealing transactions with the Company, each holder of a Right will
      thereafter have the right to receive, upon exercise, that number of shares
      of
      Common Stock (or, in certain circumstances, cash, property or other securities
      of the Company) having a value equal to two times the Purchase Price for each
      whole share of Common Stock issuable pursuant to the exercise of the Rights
      (a
“Flip-In Event”). Notwithstanding any of the foregoing, following the occurrence
      of any of the events set forth in this paragraph, all Rights that are, or (under
      certain circumstances specified in the Rights Agreement) were, beneficially
      owned by any Acquiring Person will be null and void. However, Rights are not
      exercisable following the occurrence of any of the events set forth above until
      such time as the Rights are no longer redeemable by the Company as set forth
      below.

    


    For
      example, at a Purchase Price of $50, each Right not owned by an Acquiring Person
      (or by certain related parties) following an event set forth in the preceding
      paragraph would entitle its holder to purchase $100 worth of Common Stock (or
      other consideration, as noted above) for $50. Assuming that the Common Stock
      had
      a per share value of $25 at such time, the holder of each valid Right would
      be
      entitled to purchase four shares of Common Stock for $50.

    


    In
      the
      event that, at any time following the Stock Acquisition Date, (i) the Company
      is
      acquired in a merger or other business combination transaction in which the
      Company is not the surviving corporation, (ii) any Person shall consolidate
      with, or merge with or into, the Company, and the Company shall be the
      continuing or surviving corporation of such consolidation or merger, or (iii)
      50% or more of the Company’s assets or earning power is sold or transferred,
      each holder of a Right (except Rights which previously have been voided as
      set
      forth above) shall thereafter have the right to receive, upon exercise, common
      stock of, in the situations discussed in (i) and (ii) of this paragraph, the
      surviving corporation, and, in the situation discussed in (iii) above, the
      Person or entity to which the majority of the assets are sold, having a value
      equal to two times the then current Purchase Price for each whole share of
      Common Stock issuable pursuant to the exercise of the Rights (a “Flip-Over
      Event”).

    


    The
      Purchase Price payable, and the number of shares of Common Stock or other
      securities or property issuable, upon exercise of the Rights are subject to
      adjustment from time to time to prevent dilution (i) in the event of a stock
      dividend on, or a subdivision, combination or reclassification of, the Common
      Stock, (ii) if holders of the Common Stock are granted certain rights or
      warrants to subscribe for Common Stock or convertible securities at less than
      the current market price of the Common’ Stock, or (iii) upon the distribution to
      holders of the Common Stock of evidences of indebtedness or assets (excluding
      regular quarterly cash dividends) or of subscription rights or warrants (other
      than those referred to above).

    


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

    


    The
      Purchase Price is payable by certified check, cashier’s check, bank draft or
      money order or, if so provided by the Company, the Purchase Price following
      the
      occurrence of a Flip-In Event and until the first occurrence of a Flip-Over
      Event may be paid in Common Stock having an equivalent value.

    


    At
      any
      time after the acquisition by a Person or group of affiliated or associated
      Persons of beneficial ownership of 10% or more of the outstanding Common Stock
      and prior to the acquisition by such Person or group of more than 50% of the
      outstanding Common Shares, the Board of Directors of the Company may exchange
      the Rights (other than Rights owned by such Person or group which have become
      void), in whole or in part, at an exchange ratio of one share of Common Stock
      (or of a share of a class or series of the Company’s preferred stock having
      equivalent rights, preferences and privileges) per Right (subject to
      adjustment).

    


    In
      general, the Company may redeem the Rights in whole, but not in part, at a
      price
      of $.01 per Right, at any time until ten business days following the Stock
      Acquisition Date. After the redemption period has expired, the Company’s right
      of redemption may be reinstated if an Acquiring. Person reduces his or her
      beneficial ownership to less than 10% of the outstanding shares of Common Stock
      in a transaction or series of transactions not involving the Company. Further,
      if the Board of Directors approves a merger, consolidation or sale of
      substantially all of the assets of the Company to a third party, the right
      of
      redemption shall be reinstated and the Board of Directors may, at its option,
      redeem the Rights. Immediately upon the action of the Board of Directors
      ordering redemption of the Rights, the Rights will terminate and the only right
      of the holders of Rights will be to receive the $.01 redemption
      price.

    


    Until
      a
      Right is exercised, the holder thereof, as such, will have no rights as a
      stockholder of the Company, including, without limitation, the right to vote
      or
      to receive dividends. Although the distribution of the Rights will not be
      taxable to stockholders or to the Company, stockholders may, depending upon
      the
      circumstances, recognize taxable income in the event that the Rights become
      exercisable for Common Stock (or other consideration) of the Company or for
      common stock of the acquiring company as set forth above.

    


    Subject
      to certain exceptions, the terms of the Rights Agreement, other than provisions
      relating to the principal economic terms of the Rights, may be amended by the
      Board of Directors of the Company without the consent of the holders of the
      Rights, except that from and after the Distribution Date no such amendment
      may
      adversely affect the interests of the holders of the Rights.

    


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

    



    
      
        
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    APPOINTMENT
      OF SUCCESSOR RIGHTS AGENT

    


    This
      Appointment of Successor Rights Agent (this "Agreement") is dated as of December
      15,
      2000,
      by and among Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder
      Services, L.L.C.) ("Mellon"), LaSalle Bank National Association ("LaSalle"),
      and
      Longview Fibre Company (the "Company").

    


    RECITALS

    


    WHEREAS,
      Mellon is acting "Rights Agent," as that term is defined in that certain Rights
      Agreement dated as of March 1, 1999 (the "Rights Agreement"), for the
      Company;

    


    WHEREAS,
      pursuant to Section 21 of the Rights Agreement, this Agreement constitutes
      written notice by the Company to Mellon of its intent to discharge Mellon of
      its
      duties under the Rights Agreement and to appoint LaSalle as successor Rights
      Agent;

    


    WHEREAS,
      LaSalle has agreed to act as successor Rights Agent under the Rights
      Agreement;

    


    NOW,
      THEREFORE, the parties hereby agree as follows:

    


    1.1 Waiver
      of Notice.
      By
      virtue of its signature below, Mellon expressly waives any right it may have
      under Section 21 of the Rights Agreement to receive thirty (30) days written
      notice from the Company of Mellon's removal as Rights Agent.

    


    1.2 Representations
      and Warranties.
      Pursuant to Section 21 of the Rights Agreement, LaSalle represents and warrants
      that it is an association organized and doing business under the laws of the
      United States, is in good standing, has an office in a state of the United
      States, is subject to supervision by federal or a state authority and has a
      combined capital and surplus of at least $50,000,000.

    


    1.3 Acceptance
      of Appointment; No Further Action.
      LaSalle
      accepts the appointment by the Company as successor Rights Agent under the
      Rights Agreement. LaSalle, as successor Rights Agent, shall forthwith act as
      successor Rights Agent under the Rights Agreement without further act or deed
      and shall be vested with the same powers, rights, duties and responsibilities
      as
      if it had been originally named as Rights Agent.

    


    1.4 Transfer
      of Property.
      Mellon
      shall promptly deliver and transfer to LaSalle any property held by it under
      the
      Rights Agreement and shall execute and deliver any further assurance,
      conveyance, act or deed necessary for that purpose.

    


    1.5 Notice.
      Pursuant to Section 21 of the Rights Agreement, this Agreement shall constitute
      notice to Mellon, as predecessor Rights Agent, and LaSalle, as transfer agent,
      of the appointment of LaSalle as successor Rights Agent.

    


    1.6 Supplement
      to Rights Agreement.
      Pursuant to Section 28 of the Rights Agreement, this Agreement shall be deemed
      a
      supplement to the Rights Agreement and shall be incorporated as such into and
      made part of the Rights Agreement. The Company hereby certifies that this
      supplement is in compliance with the terms of Section 28 of the Rights
      Agreement.

    


    1.7 Successor.
      Pursuant to Section 29 of the Rights Agreement, all the covenants and provisions
      of the Rights Agreement by or for the benefit of the Rights Agent shall bind
      and
      inure to the benefit of LaSalle, as successor Rights Agent.

    



    
      
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    1.8 Counterparts;
      Facsimile.
      This
      Agreement may be executed in several counterparts, and by the parties hereto
      on
      separate counterparts, each of which is an original but all of which together
      shall constitute one Agreement. Delivery of an executed signature page to this
      Agreement by facsimile transmission shall be as effective as delivery of a
      manually signed counterpart of this Agreement.

    


    1.9 Further
      Assurances.
      The
      parties shall cooperate fully with each other and take all further actions
      and
      execute all further documents as may from time to time be reasonably necessary
      to carry out the purposes of this Agreement and the Rights
      Agreement.

    


    1.10 Governing
      Law.
      This
      Agreement is being entered into in the State of Washington. This Agreement
      shall
      be governed by the internal laws (and not the conflict of laws rules) of the
      State of Washington; provided, however, that all provisions regarding the
      rights, duties and obligations of Mellon shall be governed by and construed
      in
      accordance with the laws of the State of New York applicable to the contracts
      made and to be performed entirely within such state.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

    


    LONGVIEW
      FIBRE COMPANY

    


    By
      /s/
      L.
      J. Holbrook    

    Title:
      Sr
      VP
      Finance    

    


    MELLON
      INVESTOR SERVICES LLC

    


    By:      

    Title
            

    


    LASALLE
      BANK, NATIONAL

    ASSOCIATION

    


    


    By:      

    Title
            

    



    
      
        
          1=
            1
            "524211.01-Chicago Server 2A - MSW" "" 524211.01-Chicago Server 2A -
            MSW

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    1.8 Counterparts;
      Facsimile.
      This
      Agreement may be executed in several counterparts, and by the parties hereto
      on
      separate counterparts, each of which is an original but all of which together
      shall constitute one Agreement. Delivery of an executed signature page to this
      Agreement by facsimile transmission shall be as effective as delivery of a
      manually signed counterpart of this Agreement.

    


    1.9 Further
      Assurances.
      The
      parties shall cooperate fully with each other and take all further actions
      and
      execute all further documents as may from time to time be reasonably necessary
      to carry out the purposes of this Agreement and the Rights
      Agreement.

    


    1.10 Governing
      Law.
      This
      Agreement is being entered into in the State of Washington. This Agreement
      shall
      be governed by the internal laws (and not the conflict of laws rules) of the
      State of Washington; provided, however, that all provisions regarding the
      rights, duties and obligations of Mellon shall be governed by and construed
      in
      accordance with the laws of the State of New York applicable to the contracts
      made and to be performed entirely within such state.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

    


    LONGVIEW
      FIBRE COMPANY

    


    By:      

    Title:
            

    


    MELLON
      INVESTOR SERVICES LLC

    


    By:/s/
      Asa Drew     

    Title
       
      ASA
      DREW   

    ASSISTANT
      VICE PRESIDENT

    


    LASALLE
      BANK, NATIONAL

    ASSOCIATION

    


    


    By:      

    Title
            

    


    



    
      
        
          2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    1.8 Counterparts;
      Facsimile.
      This
      Agreement may be executed in several counterparts, and by the parties hereto
      on
      separate counterparts, each of which is an original but all of which together
      shall constitute one Agreement. Delivery of an executed signature page to this
      Agreement by facsimile transmission shall be as effective as delivery of a
      manually signed counterpart of this Agreement.

    


    1.9 Further
      Assurances.
      The
      parties shall cooperate fully with each other and take all further actions
      and
      execute all further documents as may from time to time be reasonably necessary
      to carry out the purposes of this Agreement and the Rights
      Agreement.

    


    1.10 Governing
      Law.
      This
      Agreement is being entered into in the State of Washington. This Agreement
      shall
      be governed by the internal laws (and not the conflict of laws rules) of the
      State of Washington; provided, however, that all provisions regarding the
      rights, duties and obligations of Mellon shall be governed by and construed
      in
      accordance with the laws of the State of New York applicable to the contracts
      made and to be performed entirely within such state.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

    


    LONGVIEW
      FIBRE COMPANY

    


    By
            

    Title:
            

    


    MELLON
      INVESTOR SERVICES LLC

    


    By:      

    Title
            

    


    LASALLE
      BANK, NATIONAL

    ASSOCIATION

    


    


    By:
      /s/
      G.
      Malatra    

    Title
       FIRST
      VICE PRESIDENT  

    


    



    
      
        
          2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    LONGVIEW
      FIBRE COMPANY

    


    Officer's
      Certificate

    


    The
      undersigned, Lisa J. Holbrook, the duly elected Senior Vice-President, Treasurer
      and Secretary of Longview Fibre Company, a Washington corporation (the
      "Company"),
      pursuant to Section 28 of that certain Rights Agreement dated as of March 1,
      1999 by and between the Company and Mellon Investor Services LLC (f/k/a
      ChaseMellon Shareholder Services, L.L.C.) (the "Agreement"),
      certifies on behalf of the Company to the best of her knowledge and belief
      that:

    


    1. The
      Appointment of Successor Rights Agent by and among the Company, Mellon Investor
      Services LLC and LaSalle Bank National Association dated as of December
15,
      2000,
      complies with the terms of Section 28. of the Agreement.

    


    IN
      WITNESS WHEREOF, I have signed this Certificate as of December 15,
      2000.

    


    


    


    /s/
      L.
      J. Holbrook    

    Lisa
      J.
      Holbrook

    Senior
      Vice President-Finance, Treasurer and Secretary

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    APPOINTMENT
      OF SUCCESSOR RIGHTS AGENT

    


    This
      Appointment of Successor Rights Agent (this "Agreement") is dated as of June
      20,
      2005, by and among LaSalle Bank National Association ("LaSalle"), Wells Fargo
      Bank, N.A. ("Wells Fargo") and Longview Fibre Company (the
      "Company").

    


    RECITALS

    


    WHEREAS,
      LaSalle is acting "Rights Agent," as that term is defined in that certain Rights
      Agreement dated as of March 1, 1999 (the "Rights Agreement"), for the
      Company;

    


    WHEREAS,
      the Board of Directors of the Company has determined that it is in the best
      interests of the Company to appoint Wells Fargo as successor Rights Agent under
      the Rights Agreement;

    


    WHEREAS,
      pursuant to Section 21 of the Rights Agreement, the Company provided to LaSalle,
      in a letter dated May 13, 2005, written notice of its intent to discharge
      LaSalle of its duties under the Rights Agreement and to appoint Wells Fargo
      as
      successor Rights Agent; and

    


    WHEREAS,
      Wells Fargo has agreed to act as successor Rights Agent under the Rights
      Agreement;

    


    NOW,
      THEREFORE, the parties hereby agree as follows:

    


    1.1 Representations
      and Warranties.

    


    Pursuant
      to Section 21 of the Rights Agreement, Wells Fargo represents and warrants
      that
      it is an association organized and doing business under the laws of the United
      States, is in good standing, has an office in a state of the United States,
      is
      subject to supervision by federal or a state authority and has a combined
      capital and surplus of at least $50,000,000.

    


    1.2 Acceptance
      of Appointment; No Further Action.

    


    Wells
      Fargo accepts the appointment by the Company as successor Rights Agent under
      the
      Rights Agreement. Wells Fargo, as successor Rights Agent, shall act as successor
      Rights Agent under the Rights Agreement without further act or deed and shall
      be
      vested with the same powers, rights, duties and responsibilities as if it had
      been originally named as Rights Agent.

    


    1.3 Transfer
      of Property.

    


    LaSalle
      shall promptly deliver and transfer to Wells Fargo any property held by it
      under
      the Rights Agreement and shall execute and deliver any further assurance,
      conveyance, act or deed necessary for that purpose.

    


    1.4 Supplement
      to Rights Agreement.

    


    Pursuant
      to Section 28 of the Rights Agreement, this Agreement shall be deemed a
      supplement to the Rights Agreement and shall be incorporated as such into and
      made part of the Rights Agreement. The Company hereby certifies that this
      supplement is in compliance with the terms of Section 28 of the Rights
      Agreement.

    


    1.5 Successor.

    


    Pursuant
      to Section 29 of the Rights Agreement, all the covenants and provisions of
      the
      Rights Agreement by or for the benefit of the Rights Agent shall bind and inure
      to the benefit of Wells Fargo, as successor Rights Agent.

    


    1.6 Notices.

    


    Any
      notices or demands to be given to Wells Fargo, as successor Rights Agent,
      pursuant to Section 27 of the Rights Agreement shall be given to the following
      addresses:

    


    Mailing
      Address: Street
      (or Courier) Address:

    Wells
      Fargo Bank, N.A. Wells
      Fargo Bank, N.A.

    Shareowner
      Services Shareowner
      Services

    P.O.
      Box
      64854 161
      North
      Concord Exchange

    St.
      Paul,
      MN 55164-0854 South
      St.
      Paul, MN 55075

    


    1.7 Counterparts;
      Facsimile.

    


    This
      Agreement may be executed in several counterparts, and by the parties hereto
      on
      separate counterparts, each of which is an original but all of which together
      shall constitute one Agreement. Delivery of an executed signature page to this
      Agreement by facsimile transmission shall be as effective as delivery of a
      manually signed counterpart of this Agreement.

    


    1.8 Further
      Assurances.

    


    The
      parties shall cooperate fully with each other and take all further actions
      and
      execute all further documents as may from time to time be reasonably necessary
      to carry out the purposes of this Agreement and the Rights
      Agreement.

    


    1.9 Governing
      Law.

    


    This
      Agreement shall be governed by, and construed, interpreted and enforced in
      accordance with the substantive law of the State of Washington, excluding any
      conflict of laws principles.

    


    (Remainder
      of
      page
      intentionally left blank)

    



    
      
        
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

    


    


    


    LONGVIEW
      FIBRE COMPANY

    


    By:/s/
      L.
      J. McLaughlin 

    Name:
      Lisa J. McLaughlin

    Title:
      Senior Vice President-Finance

    


    LASALLE
      BANK NATIONAL

    ASSOCIATION

    


    By:
      /s/
      G.
      Malatia

    Name:
      GREGORY
      MALATIA

    Title:
      SENIOR
      VICE PRESIDENT

    


    


    


    


    WELLS
      FARGO BANK, N.A.

    


    By:
      /s/
      Jenny Leno

    Name:
      Jenny
      Leno

    Title:
      Assistant
      Vice President