exv4w2






Exhibit 4.2




CERTIFICATE OF DESIGNATION,




RIGHTS AND PREFERENCES



OF THE



SERIES B PREFERRED STOCK



OF



BENTON OIL AND GAS COMPANY



Pursuant to Section 151 of the

General Corporation Law of the State of Delaware



     BENTON OIL AND GAS COMPANY, a corporation organized and existing under the General Corporation
Law of the State of Delaware (the “Corporation”), does hereby certify that pursuant to the
authority conferred upon the Board of Directors of the Corporation by Article 4 of the Certificate
of Incorporation, as amended, of the Corporation and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of Directors, at a meeting
duly called and held on April 28, 1995, adopted, the following resolution creating a series of
authorized but unissued Preferred Stock, $.01 par value, designated as Series B Preferred Stock:



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



     1. Designation and Amount. The shares of such series shall be designated as
“Series B Preferred Stock,” par value $.01 per share, and the number of shares constituting such
series shall be 500,000. Such number of shares may be increased or decreased by resolution of the
Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series
B Preferred Stock to a number less than that of the shares then outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.



     2. Dividends and Distributions.



          (A) Subject to the prior and superior rights of the holders of any shares of any
series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with
respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the
holders of shares of Common Stock, par value $.01 per share (the “Common Stock”), of the
Corporation, 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 first 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 B 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, 100
times the aggregate per




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share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the
event the Corporation shall at any time after May 19, 1995 (the “Rights Declaration Date”) (i)
declare or pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effect a
subdivision, combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series B 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 B
Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series B 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 B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series B 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 B 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 B 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 B Preferred
Stock entitled to receive payment of a dividend or distribution declared thereon, which record date
shall be not more than 30 days prior to the date fixed for the payment thereof.




     3. Voting Rights. The holders of shares of Series B Preferred Stock shall
have the following voting rights:


          (A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B 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,




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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 set forth herein or as required by law, the holders of
shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the Corporation.




          (C) Except as otherwise set forth herein or as required by law, the holders of
Series B 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 the holders of Common Stock as set
forth herein) for taking any corporation action.




     4. Certain Restrictions.



          (A) Whenever quarterly dividends or other dividends or distributions payable on the
Series B 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 B 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 B 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 B Preferred Stock, except dividends paid ratably on the Series B 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 stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior 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 B Preferred Stock; or




          (iv) redeem or purchase or otherwise acquire for consideration any shares of Series
B Preferred Stock or any shares of stock ranking on a parity (either as to dividends or upon
dissolution, liquidation or winding up) with the Series B 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.




     5. Reacquired Shares. Any shares of Series B 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



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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.



     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 Common Stock or of other
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock
shall have received, per share, the greater of $100.00 or 100 times (subject to adjustment as
hereinafter set forth) the aggregate amount to be distributed per share of Common 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 B Liquidation Preference”).




          (B) In the event that upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, there are not sufficient assets remaining to permit payment in full
of the Series B Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, which rank on a parity (either as to dividends or upon, liquidation,
dissolution or winding up) with the Series B Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of such parity stock in proportion to the amount to which the
holders of all such shares are entitled to receive upon such liquidation, dissolution or winding
up.




          (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, by reclassification or otherwise, then in each such case the aggregate amount to which
holders of Series B Preferred Stock were entitled immediately prior to such event 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.




     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 B Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration
Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B 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.



     8. Redemption. The shares of Series B Preferred Stock shall not be
redeemable.



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     9. Ranking. The Series B Preferred Stock shall rank junior to all other
series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of
assets, unless the terms of any such series shall provide otherwise.



     10. Fractional Shares. Series B Preferred Stock may be issued in fractions
(including, but not limited to, one hundredths) 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 B
Preferred Stock.



     11. Amendment. The Certificate of Incorporation and the Bylaws of the
Corporation shall not be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series B Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least 66-2/3% of the outstanding shares
of Series B Preferred Stock, voting separately as a class.



     IN WITNESS WHEREOF, Benton Oil and Gas Company has caused this Certificate of
Designation, Rights and Preferences of the Series B Preferred Stock to be duly signed by its
President and attested to by its Secretary and has caused its corporate seal to be affixed hereto
this 28th day of April, 1995.



	 	 	 	 	 
	 	BENTON OIL AND GAS COMPANY

 	 
	 	By:  	 	 
	 	 	A.E. Benton, Chairman of the Board, 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	Attest:

 	 
	
 	 
	Toni L. Jackson, Secretary 	 
	 	 	 
	 








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EXHIBIT B




[Form of Rights Certificate]



			
	 	 	 
	Certificate No. R-                     


Rights
	 	                    







NOT EXERCISABLE AFTER APRIL 28, 2015 OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE THIRD AMENDED AND RESTATED RIGHTS AGREEMENT.
[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 AN ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE THIRD AMENDED AND RESTATED RIGHTS
AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE THIRD
AMENDED AND RESTATED RIGHTS AGREEMENT.] 1



RIGHTS CERTIFICATE




HARVEST NATURAL RESOURCES, 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 Third Amended and Restated Rights Agreement, dated as of August 23, 2007 (the
“Rights Agreement”), between Harvest Natural Resources, Inc., a Delaware corporation (the
“Company”), and Wells Fargo Bank, N. A. (the “Rights Agent”), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Rights Agreement) and prior the
Expiration Date (as such term is defined in the Rights Agreement) at the office of the Rights
Agent, or its successors as Rights Agent, designated for such purpose, one one-hundredth of a
fully-paid non-assessable share of Series B Preferred Stock, $.01 par value (the “Preferred
Shares”), of the Company (or other securities or property, as provided in the Rights Agreement), at
a purchase price of $60 per one one-hundredth of a Preferred Share (the “Purchase Price”), upon
presentation and surrender of this Rights Certificate with the appropriate Form of Election to
Purchase and Certificate duly executed. The number of Rights evidenced by this Rights Certificate
(and the number of Preferred Shares which may be purchased upon exercise thereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of the close of
business on August 23, 2007, based on the Preferred Shares as constituted at such date.



     As provided in the Rights Agreement, the Purchase Price and the number of Preferred Shares (or
other securities or property 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.



     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,





 




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




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limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights
Agreement are on file at the principal executive offices of the Company and are also available upon
written request to the Company.




     This Rights Certificate, with or without other Rights Certificates, upon surrender at the
office 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 Preferred Shares 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, but are not required to, be redeemed by the Company at a redemption price of $.01 per Right.



     No fractional Preferred Shares will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a
Preferred Share, 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.



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



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



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



	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	ATTEST:

	 	 	 	 	 	HARVEST NATURAL RESOURCES, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 
	Title:
	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Countersigned:	 	 	 	 	 	 
	WELLS FARGO BANK, N. A.,	 	 	 	 	 	 
	as Rights Agent	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






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[Form of Reverse Side of Rights Certificate]




FORM OF ASSIGNMENT



(To be executed by the registered holder if such

holder desires to transfer the Rights Certificates.)



     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	 	 
	 
	 	 	 	 	 	 	 	 
	Signature(s) Guaranteed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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CERTIFICATE



The undersigned hereby certifies by checking the appropriate boxes that:




     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are 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 in the Rights Agreement); and



     (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] 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






NOTICE




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



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FORM OF ELECTION TO PURCHASE




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


TO: HARVEST NATURAL RESOURCES, INC.




     The
undersigned hereby irrevocably elects to exercise
                      
                              Rights represented by this
Rights Certificate to purchase the Preferred Shares (or such other securities of the Company)
issuable upon the exercise of such Rights and requests that certificate for such Preferred Shares
(or other securities of the Company) be issued in the name of:



 





 





 




(Please print name and address)



 





(Please insert social security or other identifying number)




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



 






 






 





(Please print name and address)




 





(Please insert social security or other identifying number)




	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	Signature(s) Guaranteed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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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); and



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



	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Signature	 	 






NOTICE




     The signature to the foregoing Form of Election to Purchase 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.



     In the event the Certificate set forth above in the Forms of Assignment and Election to
Purchase is not completed, the Company will deem the beneficial owner of the Rights evidenced by
this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend
to that effect on any Rights Certificates issued in exchange for his Rights Certificate.








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EXHIBIT
C


HARVEST NATURAL RESOURCES, INC.




Summary of Preferred Share Purchase Rights



     On April 28, 1995, the Board of Directors of Harvest Natural Resources, Inc. (the
“Company”) declared a dividend distribution of one preferred share purchase right (the “Right”) for
each outstanding share of common stock, $.01 par value, of the Company (the “Common Shares”) to
shareholders of record as of the close of business on May 19, 1995 (the “Record Date”). The Board
of Directors of the Company further declared that one Right be distributed with each Common Share
issued after the Record Date but prior to the Distribution Date (as defined below) or the earlier
expiration, exchange, redemption or termination of the Rights. On September 16, 2003, the Board of
Directors of the Company approved an amendment and restatement of the rights agreement governing
the Rights. Effective March 31, 2005, the Board of Directors of the Company approved a second
amendment and restatement of the rights agreement governing the Rights, which, among other things,
extended the term of the original Rights Agreement to April 28, 2015. Effective August 23,
2007, the Board of Directors of the Company approved a third amendment and restatement of the
rights agreement governing the Rights (the “Third Amended and Restated Rights Agreement”). Under
the Third Amended and Restated Rights Agreement, and except as set forth below, each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share of Series B
Preferred Stock, $.01 par value, of the Company (the “Preferred Shares”) at a price of $60 per one
one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description
and terms of the Rights are set forth in the Third Amended and Restated Rights Agreement, between
the Company and Wells Fargo Bank, N. A., as Rights Agent (the “Rights Agent”).



     Initially, the Rights will be attached to the Common Shares then outstanding, and no separate
certificates evidencing the rights (“Rights Certificates”) will be issued. The Rights will separate
from the Common Shares, Rights Certificates will be issued and the Rights will become exercisable
upon the earlier to occur of (i) 10 days following the first date (the “Shares Acquisition Date”)
of a public announcement that a person or group of affiliated or associated persons (an “Acquiring
Person”) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Shares of the Company (with certain exceptions), or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior to such time as any
person or group becomes an Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer for Common Shares of the Company the
consummation of which would result in the beneficial ownership by a person or group of affiliated
or associated persons of 15% or more of such outstanding Common Shares (the earlier of such dates
being referred to as the “Distribution Date”). However, a person or group of affiliated or
associated persons will not be deemed to be an “Acquiring Person” (i) as a result of share
purchases by the Company reducing the number of Common Shares outstanding (provided such person or
group does not acquire additional Common Shares), (ii) if such person or group inadvertently became
an Acquiring Person and so notifies the Board of Directors within five business days and within two
business days after such notice divests itself of enough Common Shares so as to no longer have the
beneficial ownership of 15% of the outstanding Common Shares, or (iii) if within ten business days
after the Company learns
that such person or group may have become an Acquiring Person, the Board of Directors
determines that such person or group should not be deemed an Acquiring Person.



     Until the Distribution Date, the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding on or after the Record Date, by such Common Share
certificates with a copy of this Summary of Rights attached thereto. The Third Amended and
Restated Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the
Common



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Shares. Until the Distribution Date (or earlier
redemption, exchange, expiration or termination of the Rights), new Common Share certificates
issued after the date of the Third Amended and Restated Rights Agreement upon transfer or new
issuance of the Common Shares will contain a notation incorporating the Third Amended and Restated
Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange,
expiration or termination of the Rights), the surrender for transfer of any certificates for Common
Shares outstanding on or after the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate Rights Certificates will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date, and such separate Rights
Certificates alone will evidence the Rights.



     The Rights are not exercisable until the Distribution Date. The Rights will expire at the
close of business on April 28, 2015, unless earlier redeemed, exchanged or terminated as provided
below.



     The Purchase Price payable, and the number of Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for Preferred Shares, certain convertible securities or securities having
the same or more favorable rights, privileges and preferences to the Preferred Shares at less than
the current market price of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).



     In the event that a Person becomes an Acquiring Person (other than pursuant to a tender offer
or exchange offer for all outstanding Common Shares at a price and on terms determined by at least
a majority of the members of the Company’s Board of Directors who are not officers of the Company
and are not Acquiring Persons or affiliates or associates thereof to be both adequate and otherwise
in the best interests of the Company and its shareholders (a “Permitted Offer”)), then proper
provision will be made so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person or affiliates or associates thereof) will thereafter have the right to receive,
upon exercise, that number of Common Shares of the Company having a market value of two times the
exercise price of the Right. In the event that the Company does not have a sufficient number of
Common Shares available, the Company may, among other things, instead substitute cash, assets or
other securities for the Common Shares into which the Rights would have otherwise been exercisable.



     In the event that, after the Shares Acquisition Date, the Company consolidates or merges with
another entity (whether or not the Company is the surviving corporation) or the Company sells or
otherwise transfers 50% or more of its consolidated assets or earnings power, proper provision will
be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person
or affiliates or associates thereof) will thereafter have the right to receive, upon exercise, that
number of Common Shares of either the Company, in the event that the Company is the surviving
corporation of a merger or consolidation, or of the acquiring company (or, in the event there is
more than one acquiring company, the acquiring company receiving the greatest portion of the assets
or earning power transferred), which at the time of such transaction would have a market value of
two times the exercise price of the Right (unless the transaction satisfies certain conditions, and
is consummated with a person pursuant to a Permitted Offer, in which case the Rights will
terminate).



     With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred
Shares



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will be issued (other than fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)
and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.



     At any time prior to the earliest to occur of: (i) the tenth day following the Shares
Acquisition Date or (ii) the Expiration Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the “Redemption Price”). Immediately upon the action of the
Board of Directors of the Company ordering redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to receive the Redemption
Price.



     Subject to applicable law, the Board of Directors, at its option, may, at any time after a
person or group becomes an Acquiring Person but prior to the acquisition by such person or group of
50% or more of the outstanding Common Shares, exchange all or part of the then outstanding Rights
(other than Rights beneficially owned by an Acquiring Person or affiliates or associates thereof)
for Common Shares at an exchange ratio of one Common Share per Right, subject to adjustment.



     The Preferred Shares purchasable upon exercise of the Rights will not be redeemable and will
be, in ranking as to dividend and liquidation preferences, senior to the Common Shares, but junior
to any other series of preferred stock the Company may issue (unless otherwise provided in the
terms of such preferred stock). Each Preferred Share will have a preferential quarterly dividend in
an amount equal to 100 times the dividend declared on each Common Share but in no event less than
$10.00. In the event of liquidation, the holders of Preferred Shares will be entitled to a
preferred liquidation payment equal to the greater of $100.00 or 100 times the payment made per
each Common Share. Each Preferred Share will have 100 votes, voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of
consideration received per Common Share. The rights of the Preferred Shares as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are protected by customary
antidilution provisions. Fractional Preferred Shares
will be issuable; however, the Company may elect to distribute depositary receipts in lieu of
such fractional shares. In lieu of fractional shares (other than fractions that are multiples of
one one-hundredth of a share), an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of exercise.



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



     The terms of the Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights at any time to cure any ambiguity or to correct or supplement
any defective or inconsistent provisions and may, prior to the Distribution Date, be amended to
change or supplement any other provision in any manner that the Company may deem necessary or
desirable. After the Distribution Date, the terms of the Rights may be amended (other than to cure
ambiguities or to correct or supplement defective or inconsistent provisions) only so long as the
amendment does not adversely affect the interests of the holders of the Rights (other than the
Acquiring Person).



     The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a
person or group that attempts to acquire the Company without conditioning the offer on a
substantial number of Rights being acquired. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors of the Company because the Board of
Directors may, at its option, at any time prior to ten days after the Shares Acquisition Date,
redeem all but not less than all the then outstanding Rights at the Redemption Price.



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



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