Exhibit 4.1 to Donaldson Company, Inc. Form 8-K dated January 27, 2006







Exhibit 4.1 









DONALDSON COMPANY, INC. 



and 



WELLS FARGO BANK, N.A. 

Rights Agent 



Rights Agreement 






Dated as of January 27, 2006 






















TABLE OF CONTENTS  



			Page 

	Section 1.	 	Certain Definitions	 	1	 
	Section 2.	 	Appointment of Rights Agent	 	6	 
	Section 3.	 	Issuance of Rights Certificates	 	6	 
	Section 4.	 	Form of Rights Certificates	 	8	 
	Section 5.	 	Countersignature and Registration	 	8	 
	Section 6.	 	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	 	9	 
	Section 7.	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	10	 
	Section 8.	 	Cancellation and Destruction of Rights Certificates	 	12	 
	Section 9.	 	Reservation and Availability of Capital Stock	 	12	 
	Section 10.	 	Preferred Stock Record Date	 	14	 
	Section 11.	 	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	 	14	 
	Section 12.	 	Certificate of Adjusted Purchase Price or Number of Shares	 	22	 
	Section 13.	 	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	 	22	 
	Section 14.	 	Fractional Rights and Fractional Shares	 	24	 
	Section 15.	 	Rights of Action	 	25	 
	Section 16.	 	Agreement of Rights Holders	 	26	 
	Section 17.	 	Rights Certificate Holder Not Deemed a Stockholder	 	27	 
	Section 18.	 	Concerning the Rights Agent	 	27	 
	Section 19.	 	Merger or Consolidation or Change of Name of Rights Agent	 	27	 
	Section 20.	 	Duties of Rights Agent	 	28	 
	Section 21.	 	Change of Rights Agent	 	30	 
	Section 22.	 	Issuance of New Rights Certificates	 	31	 
	Section 23.	 	Redemption and Termination	 	31	 
	Section 24.	 	Exchange	 	32	 










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			Page 

	Section 25.	 	Notice of Certain Events 	 	33	 
	Section 26.	 	Notices	 	34	 
	Section 27.	 	Supplements and Amendments	 	34	 
	Section 28.	 	Successors	 	35	 
	Section 29.	 	Determinations and Actions by the Board of Directors, etc.	 	35	 
	Section 30.	 	Benefits of this Agreement	 	35	 
	Section 31.	 	Severability	 	35	 
	Section 32.	 	Governing Law	 	36	 
	Section 33.	 	Counterparts	 	36	 
	Section 34.	 	Descriptive Headings	 	36	 




























ii 








EXHIBITS  



	  	Exhibit A – Form of Certificate of Designation, Preferences and Rights 





	  	Exhibit B – Form of Rights Certificates 




























iii 









RIGHTS AGREEMENT  


        RIGHTS AGREEMENT, dated as of
January 27, 2006 (the “Agreement”), between Donaldson Company, Inc., a Delaware corporation (the “Company”),
and Wells Fargo Bank, N.A., a national banking association (the “Rights Agent”). 


W I T N E S S E T H  


        WHEREAS, in January 1996, the
Board of Directors of the Company (the “Board”) approved and adopted a Rights Agreement (the “1996 Agreement”)
pursuant to which preferred stock purchase rights were distributed to the stockholders of the Company; 


        WHEREAS, the rights issued
pursuant to the 1996 Agreement will expire on March 3, 2006; and 


        WHEREAS, on January 27, 2006
(the “Rights Dividend Declaration Date”), the Board determined to extend the protections afforded by the 1996 Agreement
by authorizing and declaring a dividend distribution of one new Right (as hereinafter defined) for each share of common stock, par
value $5.00 per share, of the Company (the “Common Stock”) outstanding at the close of business on March 3, 2006 (the
“Record Date”), to replace the rights previously issued pursuant to the 1996 Agreement, and the Board has authorized the
issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each
share of Common Stock 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 one-thousandth of a
share of Series A Junior Participating Preferred Stock of the Company (the “Preferred Stock”) having the rights, powers
and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A,
upon the terms and subject to the conditions hereinafter set forth (the “Rights”). 


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


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


	  	        (a)    “1996
Agreement” shall have the meaning set forth in the preamble hereof. 







	  	        (b)    “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of fifteen percent (15%) 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 organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) any Person
who becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding as a result of a
reduction in the number of shares 











  











	  	of Common Stock outstanding due to the repurchase of shares of
Common Stock by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of
fifteen percent (15%) or more of the then outstanding shares of Common Stock, acquires beneficial ownership of additional shares
of Common Stock representing one percent (1%) or more of the shares of Common Stock then outstanding or (v) any such Person who
has reported or is required to report such ownership (but less than 20%) on Schedule 13G under the Exchange Act (or any comparable
or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not
state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of
the actions specified in Item 4 of such schedule (other than the disposition of the Common Stock) and, within ten (10) Business
Days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired shares
of Common Stock in excess of 14.9% inadvertently or without knowledge of the terms of the Rights and who or which, together with
all Affiliates and Associates, thereafter does not acquire additional shares of Common Stock while the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding; provided, however, that if the Person requested to so certify
fails to do so within ten (10) Business Days, then such Person shall become an Acquiring Person immediately after such ten (10)
Business Day period. 






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







	  	        (d)    “Adjustment
Shares” shall have the meaning set forth in Section 11(a)(ii) hereof. 







	  	        (e)    “Affiliate” and
“Associate” shall have the respective meanings assigned to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act. 







	  	        (f)    “Agreement” shall
have the meaning set forth in the introduction hereof. 







	  	        (g)    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, other 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, (B) securities
issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event (as hereinafter defined) or (C)
securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights 









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	  	were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date (as hereinafter defined) 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 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 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 as described in the proviso to
subparagraph (ii) of this paragraph (g)) or disposing of any voting securities of the Company; 







	  	provided, however, that nothing in this paragraph
(g) 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 (40) days after the date of such acquisition, and then only if such securities continue
to be owned by such Person at such expiration of forty (40) days. 






	  	        (h)    “Board” shall
have the meaning set forth in the preamble hereof.  







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







	  	        (j)    “By-Laws” shall
mean the Amended and Restated By-Laws of the Company, as in effect on the date hereof and amended from time to time. 







	  	        (k)    “Certificate
of Incorporation” shall mean the Restated Certificate of Incorporation of the Company, dated as of November 23, 2004, as
amended from time to time. 







	  	        (l)    “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. 










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	  	        (m)              “Common
Stock” shall mean the common stock, par value $5.00 per share, 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. 







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







	  	        (o)              “Company” shall
have the meaning set forth in the introduction hereof. 







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







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







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







	  	        (s)              “Equivalent
Preferred Stock” shall have the meaning set forth in Section 11(b) hereof. 







	  	        (t)              “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended and in effect on the date hereof. 







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







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







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







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







	  	        (y)              “Original
Rights” shall have the meaning set forth in Section 1(g)(i)           hereof.  







	  	        (z)              “Person” shall
mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, syndicate or
other entity and includes, without limitation, an unincorporated group of persons who, by formal or informal agreement or
arrangement (whether or not in writing), have embarked on a common purpose or act. 










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	  	        (aa)              “Preferred
Stock” shall mean shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Company, and, to
the extent that there are not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit
the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms
substantially similar to the terms of the Series A Junior Participating Preferred Stock. 







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







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







	  	        (dd)              “Qualifying
Offer” shall have the meaning set forth in Section 11(a)(ii) hereof. 







	  	        (ee)              “Record
Date” shall have the meaning set forth in the preamble hereof. 







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







	  	        (gg)              “Rights” shall
have the meaning set forth in the preamble hereof. 







	  	        (hh)              “Rights
Agent” shall have the meaning set forth in the introduction hereof. 







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







	  	        (jj)              “Rights
Dividend Declaration Date” shall have the meaning set forth in the preamble hereof. 







	  	        (kk)              “Section
11(a)(ii) Event” shall mean any event described in Section 11(a)(ii) hereof. 







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







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







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







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









5 










	  	        (pp)              “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. 







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







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







	  	        (ss)              “Triggering
Event” shall mean any Section 11(a)(ii) Event or any Section 13 Event. 







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



        Section 3.     Issuance
of Rights Certificates.  



	  	        (a)     Until
the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth
(10th) day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date),
or (ii) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) 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 organized, appointed or established by the Company
for or pursuant to the terms of any such plan) 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 become an Acquiring Person,
in either instance other than pursuant to a Qualifying Offer (the earlier 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 or, in the case of uncertificated shares, the balances indicated in the book-entry account
system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of
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 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 









6 










	  	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 B hereto (the “Rights
Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the
time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates. 






	  	        (b)     Until
the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock or, in the case of uncertificated
shares, the balances indicated in the book-entry account system of the transfer agent for the Common Stock, 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 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 (whether originally issued or delivered from the
Company’s treasury) after the Record Date but prior to the earlier 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 if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the
Expiration Date: 







	  	This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Donaldson Company, Inc. (the “Company”) and Wells Fargo
Bank, N.A., a national banking association (the “Rights Agent”), dated as of January 27, 2006, as amended from time to
time (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 earlier of (i) the Distribution Date or (ii) 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. 








7 










        Section 4.     Form
of Rights Certificates.  



	  	        (a)              The
Rights Certificates (and the forms 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 B hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem appropriate 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 one one-thousandths of
a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one
one-thousandth of a share, 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), Section 11(i) or Section 22 hereof that represents Rights beneficially owned
by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board has
determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the 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) the following
legend: 







	  	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 the Rights Agreement. 






        Section 5.     Countersignature
and Registration.  



	  	        (a)    The
Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile 









8 











	  	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 countersigned by the Rights
Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any
officer of the Company who shall have signed any of the 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, the Rights Agent will keep, or cause to be kept, at its principal office 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 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 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
one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other
assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitles 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 principal 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 as
the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and
Section 24 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 









9 











	  	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.







	  	        (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 or security reasonably satisfactory
to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender
to the Rights Agent and cancellation of the 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, at any time after the Distribution Date 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 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 principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one one-thousandths of a share of Preferred 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 earlier of (i) 5:00
P.M., New York City time, on March 2, 2016, or such later date as may be established by the Board prior to the expiration of the
Rights (such date, as it may be extended by the Board, the (“Final Expiration Date”)), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof or (iii) the time at which the Rights may be exchanged as provided in Section 24
hereof (the earlier of (i), (ii) and (iii) being herein referred to as the “Expiration Date”). 







	  	        (b)    The
Purchase Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right initially shall be
$143.00, shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable
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, with respect to each Right so exercised, of the Purchase Price per one one-thousandth of a share
of Preferred 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 transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i)
(A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates for the total number of one one-thousandths of a share of Preferred Stock to be purchased and
the 









10 











	  	Company hereby irrevocably authorizes its transfer agent to comply
with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts
representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates
for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent)
and the Company will direct the depositary agent to comply with such request, (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 in cash or by certified bank check or bank draft
payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock)
of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements
necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and
when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise
of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. 






	  	        (d)    In
case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing 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 14 hereof. 







	  	        (e)    Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) 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 or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or
(iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer
which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 7(e), shall become null and void 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 use
all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall
have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations
with respect to an Acquiring Person or any of its Affiliates, Associates or transferees hereunder. 









11 










	  	        (f)    Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action
with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on
the reverse side of the 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 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. In accordance with applicable
law and regulation, the Rights Agent shall maintain, in a retrievable database, electronic records of all cancelled or destroyed
rights certificates which have been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic
records or physical records for the time period required by applicable law and regulation. Upon written request of the Company,
the Rights Agent shall provide to the Company, copies of such electronic records or physical records relating to rights
certificates cancelled or destroyed by the Rights Agent. 



        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
Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock
and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock
(and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement
including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. 







	  	        (b)    So
long as the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities)
issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use
its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably
likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official
notice of issuance upon such exercise. 










12 










	  	        (c)    The
Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined
in accordance with Section 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, a registration
statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause
such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The
Company will also 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 exercisability 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 has been rescinded. In addition, if the
Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily
suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding
any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law
or a registration statement shall not have been declared effective. 







	  	        (d)    The
Company covenants and agrees that it will take all such action as may be necessary to ensure that all one one-thousandths of a
share of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered
upon exercise of Rights shall, at the time of delivery of such shares (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable. 







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









13 










        Section 10.     Preferred
Stock Record Date.   Each person in whose name any certificate for a number of one one-thousandths of a share
of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) 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 transfer taxes) was
made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books
of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate 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 Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a
smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any
such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(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 Preferred Stock or capital stock, as the case may be, 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 Preferred Stock or capital stock, as the case may be, which, if
such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company
were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. 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. 









14 











	  	        (ii)    In
the event that any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the
event causing such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, or is an acquisition
of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price
and on terms determined by at least a majority of the members of the Board who are not officers of the Company and who are not
representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment
banking firms, to be (a) at a price which is fair to stockholders and not inadequate (taking into account all factors which such
members of the Board deem relevant, including, without limitation, prices which could reasonably be achieved if the Company or its
assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and
its stockholders (a “Qualifying Offer”), then, promptly following the occurrence of such 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 at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a
number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal
the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of
Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y)
dividing that product (which, following such first occurrence, shall thereafter 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 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 Certificate of Incorporation, but
not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is 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 value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”), and (B) with
respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the
exercise of a Right and 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,
such as the Preferred Stock, which the Board has deemed to have essentially the same value or economic rights as shares of Common
Stock (such shares or units of stock of preferred stock being referred to as “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 (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the
Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided,
however, that 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 









15 











	  	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 later of (x) and (y) being referred to herein as the
“Section 11(a)(ii) Trigger 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. For purposes of the preceding sentence, the
term “Spread” shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines 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) Trigger Date, in order that the Company may seek shareholder approval for the authorization
of such additional shares (such thirty (30) day period, as it may be extended, is herein called the “Substitution
Period”). To the extent that the Company determines that action should be taken pursuant to the first and/or third sentences
of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly
to all outstanding Rights, and (2) may suspend the exercisability of the Rights until the expiration of the Substitution Period in
order to seek such shareholder approval for such 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 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. For purposes of this Section 11(a)(iii), the
value of each Adjustment Share shall be the Current Market Price per share of the Common Stock on the Section 11(a)(ii) Trigger
Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per
share of 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 Preferred Stock
entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date)
Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent
Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of
Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into
Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the
aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered
(and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current
Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus
the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase
(or into which the convertible 









16 











	  	securities so to be offered are initially convertible). 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, 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 Preferred Stock
owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not
so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not
been fixed. 






	  	        (c)    In
case the Company shall fix a record date for a distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash (other than a
regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in
Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness, or of
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
Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board, 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 cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to a share of Preferred Stock, and the denominator of which shall be such Current Market Price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock. Such adjustments shall be made successively whenever such a record
date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase
Price which would have been in effect if such record date had not been fixed. 







	  	        (d)     (i)    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 immediately prior to such date, and for purposes 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 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 the ex-dividend
date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have
occurred prior to the 









17 











	  	commencement of the requisite thirty (30) Trading Day or ten (10)
Trading Day period, as set forth above, 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, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of 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 of the closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board. 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 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, whose determination
shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. 






	  	        (ii)    For
the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined in the same
manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the
Current Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is
not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price per
share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted
for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date
of this Agreement) multiplied by the Current Market Price per share of the Common Stock. If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair
value per share as determined in good faith by the Board, 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 









18 











	  	carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share
of Common Stock or other share or one-millionth of a share of Preferred 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
(3) 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 Preferred 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 Preferred 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 Preferred Stock shall apply on like terms to any such other shares. 







	  	        (g)    All
Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred 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 one one-thousandths of a share of
Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths of a
share 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 in the number of one one-thousandths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of
the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-thousandths of
a share of Preferred 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-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the
number of Rights, 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, 









19 











	  	but, if the Rights Certificates have been issued, shall be at
least ten (10) 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 adjustment, 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 one one-thousandths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price
per one one-thousandths of a share and the number of one one-thousandths of a share 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 then stated value, if any, of the number of
one one-thousandths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid
and nonassessable such number of one one-thousandths of a share of Preferred 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 to defer until the occurrence of such event the issuance to the holder of any Right
exercised after such record date the number of one one-thousandths of a share of Preferred Stock and other capital stock or
securities of the Company, if any, issuable upon such exercise over and above the number of one one-thousandths of a share of
Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a           due bill or
other appropriate instrument evidencing such holder’s right to           receive
such additional shares (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 shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance
wholly for cash of any 









20 











	  	shares of Preferred Stock at less than the Current Market Price,
(iii) issuance wholly for cash of shares of Preferred Stock or securities which by their terms are convertible into or
exchangeable for shares of Preferred 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 Preferred 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, cash
flow or earning power aggregating more than 50% of the assets, cash flow 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), if (x) at the time of or immediately after such consolidation,
merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously
with or immediately after such consolidation, merger or sale, the shareholders 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 27
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. 







	  	        (p)    Anything
in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend
Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common
Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued
or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights
thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the
number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator which
shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such
event. 









21 









        Section 12.    Certificate
of Adjusted Purchase Price or Number of Shares.   Whenever an adjustment is made as provided in Section 11 and
Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the
facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred
Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof
to each holder of a Rights Certificate. The Rights Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained. 



        Section 13.    Consolidation,
Merger or Sale or Transfer of Assets, Cash Flow 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, cash flow or earning power aggregating more than 50% of the assets, cash flow 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), then, and in each such case (except as may
be contemplated by Section 13(d) hereof), 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 be equal to the result obtained by (1) multiplying the
then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable
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, multiplying the number of such one one-thousandths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such
first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (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)(i) 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 









22 











	  	specifically intended that the provisions of Section 11 hereof
shall apply only 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 11(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), the Person that is the issuer
of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no
securities are so issued, the Person that is the other party to such merger or consolidation; 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, cash flow or earning power transferred pursuant to such transaction or transactions; 







	  	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, and such Person is a direct or indirect Subsidiary of another Person the Common
Stock of which is and has been so registered, “Principal Party” shall refer to such other Person; and (2) in case such
Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of two or more of which are and have
been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having
the greatest aggregate market value. 






	  	        (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 or sale of assets
mentioned in paragraph (a) of this Section 13, the Principal Party will: 
















23 










	  	        (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; 







	  	        (ii)    take
all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise of the
Rights, including but not limited to the registration or qualification of such securities under all requisite securities laws of
jurisdictions of the various states and the listing of such securities on such exchanges and trading markets as may be necessary
or appropriate; and 







	  	        (iii)    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)    Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and
(y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons who acquired shares of Common Stock pursuant
to a Qualifying Offer (or a wholly owned subsidiary of any such Person or Persons), (ii) the price per share of Common Stock
offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock
whose shares were purchased pursuant to such Qualifying Offer and (iii) the form of consideration being offered to the remaining
holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such
Qualifying Offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire.








        Section 14.     Fractional
Rights and Fractional Shares.  



	  	        (a)    The
Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company
shall pay 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 takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal 









24 











	  	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. 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 shall be used.







	  	        (b)    The
Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a share
of Preferred 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 one-thousandth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Stock
shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)
hereof) for the Trading Day immediately prior to the date of such exercise. 







	  	        (c)    Following
the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of
Common Stock, the Company may pay to the registered holders of 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 (1) 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 per share of Common Stock
(as determined pursuant to Section 11(d)(i) hereof) on 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. 







        Section 15.     Rights
of Action.   All rights of action in respect of this Agreement 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 






25 











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 principal 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(f) 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 or, in the case of uncertificated shares,
the associated balance indicated in the book-entry account system of the transfer agent for the Common Stock) 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 or, in the case of uncertificated shares, the associated balance indicated
in the book-entry account system of the transfer agent for the Common Stock, 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 or ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided,
however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as
soon as possible. 









26 










        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 one one-thousandths of a share of Preferred
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 25 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 administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any
claim of liability in the premises. 







	  	        (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 its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Stock or,
in the case of uncertificated shares, the associated balance indicated in the book-entry account system of the transfer agent for
the Common Stock, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and
to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 







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



	  	        (a)    Any
legal business entity into which the Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any legal business entity resulting from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any legal business entity succeeding to the corporate trust, stock transfer or other shareholder
services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto;
provided, however, that such legal business entity would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof. In 









27 











	  	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 the duties and obligations 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 opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion. 







	  	        (b)    Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be
proven or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proven and established by a certificate
signed by the Chairman of the Board, 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 to the
Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such
certificate. 







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







	  	        (d)    The
Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in
the 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. 









28 










	  	        (e)    The
Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any 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, Section 13 or Section 24 hereof or responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of
Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to
be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock
will, when so issued, be validly authorized and issued, fully paid and nonassessable. 







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







	  	        (g)    The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, 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 it
shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such
officer. 







	  	        (h)    The
Rights Agent and any stockholder, 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 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 resulting from any such act, default, neglect
or misconduct; provided, however, reasonable care was exercised in the selection and continued employment thereof.











29 










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







	  	        (k)    If,
with respect to any 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
or transfer without first consulting with the Company. 







        Section 21.     Change
of Rights Agent.   The Rights Agent or any successor rights agent may resign and be discharged from its duties
under this Agreement upon thirty (30) days’ notice in writing mailed to the Company, and to each transfer agent of the Common
Stock and Preferred Stock, by registered or certified mail, and, if such resignation occurs after the Distribution Date, to the
registered 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 each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and, if such removal occurs after
the Distribution Date, to the registered 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
a 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 legal business entity
organized and doing business under the laws of the United States or of the State of New York or of any other state of the United
States, in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate
trust, stock transfer or shareholder services powers 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 legal business entity 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 deed; but the predecessor rights agent shall deliver and
transfer to the successor rights agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor rights agent and each transfer agent of the Common Stock and the
Preferred Stock, and, if such appointment occurs after the Distribution Date, 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, 






30 










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 the
Board 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, granted or awarded as of the Distribution Date, 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, 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, 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)    The
Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth (10th) 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 (10th) day following the Record Date), or (ii) the Final Expiration Date, direct the Company to,
and if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of
$0.001 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”).
Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event 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 of the
Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. 







	  	        (b)    Immediately
upon the action of the Board ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent
and without any further action and without any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of
the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights 









31 











	  	Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price will be made. 






        Section 24.     Exchange.  



	  	        (a)    The
Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) 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 Board 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 entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding.








	  	        (b)    Immediately
upon the action of the Board 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 a holder
of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The
Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of
the Common Stock 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 shares of Preferred Stock (or Equivalent
Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of
Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits,
stock dividends and other similar transactions after the date hereof. 











32 










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







	  	        (e)    The
Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional share of Common Stock would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (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)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant
to this Section 24. 







        Section 25.     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 Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly
cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or
warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other
securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred 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(o) 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 fifty percent (50%) of the assets, cash flow 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 each holder of a Rights Certificate,
to the extent feasible and in accordance with Section 26 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 Preferred 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 Preferred Stock for purposes of such 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 or the date of participation therein by the holders of the shares of
Preferred Stock, whichever shall be the earlier. 










33 










	  	        (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 a Rights Certificate, to the extent feasible and in accordance with Section 26
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, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities. 







        Section 26.     Notices.   Notices
or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any 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 by the Rights Agent with the Company) as follows: 



	  	Donaldson Company, Inc.

1400 West 94th Street

Minneapolis, Minnesota 55431

Attention: Corporate Secretary 






Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any 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 by
the Rights Agent with the Company) as follows: 



	  	Wells Fargo Bank, N.A.

161 North Concord Exchange

South St. Paul, MN 55075

Attention: Manager of Account Management 






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
shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder
at the address of such holder as shown on the registry books of the Company. 



        Section 27.     Supplements
and Amendments.   Prior to the Distribution Date, the Company 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 shares of Common Stock. From
and after the Distribution Date, 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 to (i) cure any ambiguity, (ii) correct or
supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) shorten
or lengthen any time period hereunder or (iv) 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 an 






34 











Acquiring Person). Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment. Notwithstanding anything herein to the contrary, this Agreement may
not be amended (other than pursuant to clauses (i) or (ii) of the preceding sentence) at a time when the Rights are not
redeemable. 



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



        Section 29.     Determinations
and Actions by the Board of Directors, etc.   For all purposes of this Agreement, any calculation of the number
of shares of Common Stock or any other class of capital 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 shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and
(y) not subject the Board, or any of the directors on the Board, to any liability to the holders of the Rights. 



        Section 30.     Benefits
of this Agreement.   Nothing in this Agreement shall be construed to give to any Person other than 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) 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 31.     Severability.   If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to
be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board 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 






35 











hereof shall be reinstated and shall not expire until the close of business
on the tenth (10th) day following the date of such determination by the Board. Without limiting the foregoing, if any
provision requiring a specific group of directors to act is held by any court of competent jurisdiction or other authority to be
invalid, void or unenforceable, such determination shall be made by the Board in accordance with applicable law and the
Company’s Certificate of Incorporation and By-Laws. 



        Section 32.     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 Delaware 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. 



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



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

















36 










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


	Attest: 	 	DONALDSON COMPANY, INC. 
	 
	By    	/s/   Norman Linnell 
	    	By    	/s/   Thomas R. VerHage 

	 	Name:   Norman Linnell
Title:     Vice-President 	 	 	Name:   Thomas R. VerHage
Title:     Vice-President &
                Chief Financial Officer 
	 
	Attest: 	 	WELLS FARGO BANK, N.A. 
	 
	By    	/s/   John Baker 
	    	By    	/s/   Darren Larson 

	 	Name:   John Baker
Title:     Vice-President 	 	 	Name:   Darren Larson
Title:     Vice-President 
	 























  









Exhibit A  


FORM OF

CERTIFICATE OF DESIGNATION, PREFERENCES

AND RIGHTS OF SERIES A JUNIOR

PARTICIPATING PREFERRED STOCK

OF

DONALDSON COMPANY, INC. 



__________________________________  

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware 

__________________________________  





        The undersigned officers of
Donaldson Company, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: 



        That pursuant to the
authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the said Corporation, the said
Board of Directors on January 27, 2006, adopted the following resolution creating a series of 120,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock: 



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



        Section 1.     Designation
and Amount.   The shares of such series shall be designated as “Series
A Junior Participating Preferred Stock” and the number of shares constituting such
series shall be 120,000.  



        Section 2.     Dividends and Distributions.  



	  	        (A)    The
holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March,
June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of
Series A 









A-1 










	  	Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $5.00 per
share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 27, 2006 (the “Rights
Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to
which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event. 






	  	        (B)    The
Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in Paragraph
(A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00
per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date. 







	  	        (C)    Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.











A-2 










        Section 3.     Voting
Rights.   The holders of shares of Series A Junior Participating Preferred
Stock shall have the following voting rights:  



	  	        (A)    Subject
to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred
Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event. 







	  	        (B)    Except
as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.








	  	        (C)    (i)    If
at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a
“default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then
outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock
(including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors. 







	  	        (ii)    During
any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum
of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any
meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as may then
exist up to two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. If the number which
may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of directors as shall be necessary to permit the election by them of the required
number. After the holders of the Preferred 









A-3 











	  	Stock shall have exercised their right to elect directors in any
default period and during the continuance of such period, the number of directors shall not be increased or decreased except by
vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or
pari passu with the Series A Junior Participating Preferred Stock. 






	  	        (iii)    Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of
the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting
of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of
the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote
pursuant to this Paragraph (C) (iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice
to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the
provisions of this Paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of the stockholders. 







	  	        (iv)    In
any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect two
(2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred Stock
shall continue in office until their successors shall have been elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may (except as provided in Paragraph (C)(ii) of this Section 3) be filled by
vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director
whose office shall have become vacant. References in this Paragraph (C) to directors elected by the holders of a particular class
of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the foregoing sentence.








	  	        (v)    Immediately
upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall
cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of
directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase
made pursuant to the provisions of Paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter
in any manner provided by law or in the certificate of incorporation or by-laws). Any vacancies in the Board of Directors effected
by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining directors. 










A-4 










	  	        (D)    Except
as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein)
for taking any corporate action. 







        Section 4.     Certain
Restrictions.  



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








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







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







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







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







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










A-5 










        Section 5.     Reacquired
Shares.   Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions
on issuance set forth herein. 



        Section 6.     Liquidation,
Dissolution or Winding Up.  



	  	        (A)    Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A
Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common
Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. 







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







	  	        (C)    In
the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such 









A-6 











	  	Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event. 






        Section 7.     Consolidation,
Merger, etc.   In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times
the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall
be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event. 



        Section 8.     No
Redemption.   The shares of Series A Junior Participating Preferred Stock shall not be redeemable. 



        Section 9.     Ranking.   The
Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock
which may be issued from time to time as to the payment of dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise. 



        Section 10.     Amendment.   At
any time when any shares of Series A Junior Participating Preferred Stock are outstanding, neither the Restated Certificate of
Incorporation of the Corporation nor this Certificate of Designation shall be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class. 



        Section 11.     Fractional
Shares.   Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred
Stock. 






A-7 











        IN WITNESS WHEREOF, we have
executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this ___ day of
__________, 2006. 


	Attest: 	 	DONALDSON COMPANY, INC. 
	 
	By    	    
	    	By    	    

	 	Name:   
Title:      	 	 	Name:   
Title:      
	 


























A-8 









Exhibit B  



[Form of Rights Certificate] 


	Certificate No. R - 	  	________ Rights 	 






NOT EXERCISABLE AFTER MARCH 2, 2016 UNLESS EXTENDED PRIOR THERETO BY THE
BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$0.001 PER RIGHT 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.]1 



Rights Certificate 



DONALDSON COMPANY, INC. 



        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 January 27, 2006
(the “Rights Agreement”), between Donaldson Company, Inc., a Delaware corporation (the “Company”), and Wells
Fargo Bank, N.A., a national banking association (the “Rights Agent”), to purchase from the Company at any time prior to
5:00 P.M. (New York City time) on March 2, 2016 (unless such date is extended prior thereto by the Board of Directors) at the
office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a
fully paid, non-assessable share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the
Company, at a purchase price of $______ per one one-thousandth of a share (the “Purchase Price”), 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 which may be purchased upon exercise thereof) set forth
above, and the Purchase Price per share set forth above, are the number and Purchase Price as of ___________, based on the
Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering
Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued. 



_________________

1     The portion of the legend in brackets shall be inserted only if applicable and shall
replace the preceding sentence. 






B-1 









        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 Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or
an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. 



        As provided in the Rights
Agreement, the Purchase Price and the number and kind of shares of Preferred 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 Triggering Events. 



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



        This Rights Certificate, with
or without other Rights Certificates, upon surrender at the principal 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 one one-thousandths of a share of Preferred 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 $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition
Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition,
under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of
the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares.
Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action
or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only
enable holders to receive the shares issuable upon such exchange. 






B-2 









        No fractional shares of
Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its
election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.




        No holder of this Rights
Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or
of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a 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 consent to or withhold consent from 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. 

















B-3 









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



Dated as of ____________ ___, _____  


	    	    
	 	  





	ATTEST: 	 	DONALDSON COMPANY, INC. 
	 
	    
	    	By:    	    

	Secretary 	    	    	Title:    
	 
	 
	Countersigned:

WELLS FARGO BANK, N.A.  	 	 
	 
	 
	By:    	    
	    	    	    
	    	Authorized Signature 






















B-4 









[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. 



Dated: ___________,______ 


	    	

	 	Signature 






Signature Medallion Guaranteed: 






B-5 










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



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



Dated: ___________,______ 


	    	    

	 	Signature 






Signature Medallion 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. 















B-6 










FORM OF ELECTION TO PURCHASE 



(To be executed if holder desires to exercise

Rights represented by the Rights Certificate.)  



To:   DONALDSON COMPANY, INC. 



        The undersigned hereby
irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred 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 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) 









Dated: ___________,______ 


	    	    

	 	Signature 






Signature Medallion Guaranteed: 










B-7 










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



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




Dated: ___________,______ 


	    	    

	 	Signature 






Signature Medallion 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. 











B-8