Execution
Copy

     

    
      

    

     

    U.S. CONCRETE, INC.

     

    and

     

    AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC,

     

    Rights
Agent

     

    
      
        

      

    

     

    Section
382 Rights Agreement

     

    Dated
as of November 5, 2009

     

    
      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                	
                                                                                                                                                                                        Section
      1.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Certain
      Definitions

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        2

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      2.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Appointment
      of Rights Agent

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        8

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      3.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Issue
      of Rights Certificates

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        9

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      4.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Form
      of Rights Certificates

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        11

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      5.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Countersignature
      and Registration

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        12

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      6.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Transfer,
      Split-Up, Combination and Exchange of Rights Certificates; Mutilated,
      Destroyed, Lost or Stolen Rights Certificates

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        12

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      7.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Exercise
      of Rights; Purchase Price

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        13

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      8.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Cancellation
      and Destruction of Rights Certificates

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        15

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      9.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Reservation
      and Availability of Capital Stock

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        15

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      10.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Preferred
      Stock Record Date

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      11.

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

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      12.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Certificate
      of Adjusted Purchase Price or Number of Shares

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        24

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      13.

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

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        25

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      14.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Fractional
      Rights and Fractional Shares

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        27

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      15.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Rights
      of Action

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        28

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      16.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Agreement
      of Rights Holders

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        28

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      17.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Rights
      Certificate Holder Not Deemed a Stockholder

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        29

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      18.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Concerning
      the Rights Agent.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        29

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      19.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Merger
      or Consolidation or Change of Name of Rights Agent

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        30

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      20.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Duties
      of Rights Agent

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        30

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      21.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Change
      of Rights Agent

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        32

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      22.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Issuance
      of New Rights Certificates

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        33

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      23.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Redemption
      and Termination

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        34

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      24.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Exchange

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        34

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      25.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Notice
      of Certain Events

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        35

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      26.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Notices

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        37

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      27.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Supplements
      and Amendments

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        38

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      28.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Successors

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        38

                                                                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                                                                        Section
      29.

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        Determinations
      and Actions by the Board of Directors, etc

                                                                                                                                                                                      	 
      	
                                                                                                                                                                                        38

                                                                                                                                                                                      


                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                        Section
      30.

                                                                                      	 
      	
                                                                                        Benefits
      of this Agreement

                                                                                      	 
      	
                                                                                        39

                                                                                      
	 	 	 	 	 
	
                                                                                        Section
      31.

                                                                                      	 
      	
                                                                                        Severability

                                                                                      	 
      	
                                                                                        39

                                                                                      
	 	 	 	 	 
	
                                                                                        Section
      32.

                                                                                      	 
      	
                                                                                        Governing
      Law

                                                                                      	 
      	
                                                                                        39

                                                                                      
	 	 	 	 	 
	
                                                                                        Section
      33.

                                                                                      	 
      	
                                                                                        Counterparts

                                                                                      	 
      	
                                                                                        39

                                                                                      
	 	 	 	 	 
	
                                                                                        Section
      34.

                                                                                      	 
      	
                                                                                        Descriptive
      Headings

                                                                                      	 
      	
                                                                                        39

                                                                                      
	 	 	 	 	 
	
                                                                                        Exhibit
      A -

                                                                                      	 
      	
                                                                                        Form
      of Certificate of Designations of Series A Junior Participating Preferred
      Stock

                                                                                      	 
      	
                                                                                        A-1
      

                                                                                      
	 	 	 	 	 
	
                                                                                        Exhibit
      B -

                                                                                      	 
      	
                                                                                        Form
      of Rights Certificate

                                                                                      	 
      	
                                                                                        B-1

                                                                                      
	 	 	 	 	 
	
                                                                                        Exhibit
      C -

                                                                                      	 
      	
                                                                                        Summary
      of Rights

                                                                                      	 
      	
                                                                                        C-1

                                                                                      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    RIGHTS
AGREEMENT

     

    This
Section 382 Rights Agreement, dated as of November 5, 2009 (the “Agreement”),
between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and
American Stock Transfer & Trust Company, LLC (the “Rights
Agent”),

     

    WITNESSETH:

     

    WHEREAS,
the Company has generated net operating loss carryforwards for United States
federal income tax purposes; and such net operating loss carryforwards may
potentially provide valuable tax benefits to the Company; the Company desires to
avoid an “ownership change” within the meaning of Section 382 of the Code and
the Treasury Regulations promulgated thereunder, and thereby preserve the
ability to utilize fully such net operating loss carryforwards and certain other
tax benefits; and, in furtherance of such objective, the Company desires to
enter into this Agreement; and

     

    WHEREAS,
on November 5, 2009 (the “Rights Dividend Declaration Date”), the Board of
Directors of the Company authorized and declared a dividend of one Right for
each share of common stock, par value $.001 per share, of the Company (the
“Common Stock”) outstanding at the close of business on November 16, 2009 (the
“Record Date”), and has authorized the issuance of one Right (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for
each share of Common Stock of the Company issued (whether originally issued or
delivered from the Company’s treasury) between the Record Date and the earlier
of the Distribution Date (as hereinafter defined) and the Expiration Date (as
hereinafter defined), and, in certain circumstances provided for in
Section 22 hereof, after the Distribution Date, each Right initially
representing the right to purchase one Fractional Share (as hereinafter defined)
of Series A Junior Participating Preferred Stock of the Company, 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:

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

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


    “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be (i) a “5-percent shareholder” of Company
Securities for purposes of Section 382 of the Code and the Treasury Regulations
thereunder or (ii) the Beneficial Owner of 4.9% or more of the Company
Securities then outstanding, but shall not include any Exempt Person; provided, however, that a
Person shall not be or become an Acquiring Person if such Person, together with
its Affiliates and Associates, shall become the Beneficial Owner of 4.9% or more
of the Company Securities then outstanding in an acquisition that has been
determined to be an Exempt Transaction pursuant to the terms hereof or solely as
a result of a reduction in the amount of Company Securities outstanding due to
the repurchase of Company Securities by the Company, unless and until such time
as such Person together with its Affiliates and Associates shall purchase or
otherwise become the Beneficial Owner of additional Company Securities
constituting 1% or more of the then outstanding Company Securities or any other
Person (or Persons) who is (or collectively are) the Beneficial Owner of Company
Securities constituting 1% or more of the then outstanding Company Securities
shall become an Affiliate or Associate of such Person, unless, in either such
case, such Person, together with all Affiliates and Associates of such Person,
is not then the Beneficial Owner of 4.9% or more of the Company Securities then
outstanding; and provided,
further, that if the Board of Directors, with the concurrence of a
majority of the members of the Board of Directors who are not, and are not
representatives, nominees, Affiliates or Associates of, such Person or an
Acquiring Person, determines in good faith that a Person that would otherwise be
an “Acquiring Person” has become such inadvertently (including, without
limitation, because (i) such Person was unaware that it beneficially owned a
percentage of Company Securities that would otherwise cause such Person to be an
“Acquiring Person” or (ii) such Person was aware of the extent of its Beneficial
Ownership of Company Securities but had no actual knowledge of the consequences
of such Beneficial Ownership under this Agreement) and without any intention of
changing control of the Company and that the exemption of such Person from the
definition of “Acquiring Person” is in the best interests of the Company, and if
such Person as promptly as practicable divested or divests itself of Beneficial
Ownership of a sufficient amount of Company Securities so that such Person would
no longer be an “Acquiring Person,” then such Person shall not be deemed to be
or to have become an “Acquiring Person” for any purposes of this
Agreement.

     

    Notwithstanding
anything in this definition of “Acquiring Person” to the contrary, if, as of the
date hereof, any Person, together with all Affiliates or Associates of such
Person, is the Beneficial Owner of an amount of Company Securities that would
otherwise cause such Person to be an Acquiring Person, such Person shall not be
or become an Acquiring Person unless and until such time as such Person or any
Affiliate or Associate of such Person shall purchase or otherwise become the
Beneficial Owner of additional Company Securities constituting 1% or more of the
then outstanding Company Securities or any other Person (or Persons) who is (or
collectively are) the Beneficial Owner of Company Securities constituting 1% or
more of the then outstanding Company Securities shall become an Affiliate or
Associate of such Person unless, in either such case, such Person, together with
all Affiliates and Associates of such Person, is not then the Beneficial Owner
of an amount of Company Securities that would otherwise cause such Person to be
an Acquiring Person.

     

    At any
time that the Rights are redeemable, the Board of Directors may, generally or
with respect to any specified Person or Persons, determine to increase to a
specified percentage or amount greater than that set forth herein or decrease to
a specified percentage or amount lower than that set forth herein or determine
an amount of Company Securities to be (but in no event less than or equal to the
percentage or number of Company Securities then beneficially owned by such
Person), the level of Beneficial Ownership of Company Securities at which a
Person or such Person or Persons becomes an Acquiring Person.

     

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

     

    “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date of this Agreement, and to the extent not included within the
foregoing clause, shall also include, with respect to any Person, any other
Person (other than an Exempt Person) whose Company Securities would be deemed
constructively owned by such first Person, owned by a single “entity” as defined
in Section 1.382-3(a)(1) of the Treasury Regulations or otherwise aggregated
with shares owned by such first Person pursuant to the provisions of Section 382
of the Code and the Treasury Regulations thereunder.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    A Person
shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially
own,” any Company Securities:

     

    (i)           that
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, is the “beneficial owner” of (as determined pursuant to Rule 13d-3
of the General Rules and Regulations under the Exchange Act as in effect on the
date of this Agreement) or otherwise has the right to vote or dispose of,
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 (i) as a result of an agreement,
arrangement or understanding to vote such security if such agreement,
arrangement or understanding: (A) arises solely from a revocable proxy or
consent given in response to a public (i.e., not including a
solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations
under the Exchange Act as in effect on the date of this Agreement) proxy or
consent solicitation made pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations under the Exchange Act, (B) is
not then reportable by such Person on Schedule 13D under the Exchange Act (or
any comparable or successor report) and (C) does not constitute a trust, proxy,
power of attorney or other device with the purpose or effect of allowing two or
more persons, acting in concert, to avoid being deemed “beneficial owners” of
such security or otherwise avoid the status of “Acquiring Person” under the
terms of this Agreement or as part of a plan or scheme to evade the reporting
requirements under Schedule 13D or Sections 13(d) or 13(g) of the Exchange
Act;

     

    (ii)           that
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right or obligation to acquire (whether such right or
obligation is exercisable or effective immediately or only after the passage of
time or the occurrence of an event) 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, or
(C) securities issuable upon exercise of Rights from and after the occurrence of
a Triggering Event which Rights were acquired by such Person or any of such
Person’s Affiliates or Associates prior to the Distribution Date or pursuant to
Section 3(a) or Section 22 hereof (the “Original Rights”) or pursuant to Section
11(i) or (p) hereof in connection with an adjustment made with respect to any
Original Rights; if, in the case of arrangements described in clause (i) above
or this clause (ii), the effect of such right to acquire or vote is to treat
such Persons as an “entity” under Section 1.382-3(a)(1) of the Treasury
Regulations;


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (iii)           that
are beneficially owned, directly or indirectly, by (A) any other Person (or any
Affiliate or Associate thereof) with which such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding
(whether or not in writing) for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy or consent as described in the proviso to
subparagraph (i) of this definition) or disposing of any voting securities of
the Company, but only if the effect of such agreement, arrangement of
understanding is to treat such Persons as an “entity” under Section
1.382-3(a)(1) of the Treasury Regulations; or (B) any group (as that term is
used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange
Act, as in effect on the date of this Agreement) of which such Person is a
member; or

     

    (iv)           such
Person would be deemed to constructively own pursuant to Section 382 of the Code
and the Treasury Regulations thereunder.

     

    provided, however, that
nothing in this definition 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 (including, without limitation, securities
acquired pursuant to stabilizing transactions to facilitate a public offering in
accordance with Regulation M promulgated under the Exchange Act, or to cover
overallotments created in connection with a public offering) until the
expiration of forty days after the date of such acquisition.  For
purposes of this Agreement, “voting” a security shall include voting, granting a
proxy, acting by consent, making a request or demand relating to corporate
action (including, without limitation, calling a stockholder meeting), entering
into a voting trust or voting agreement or otherwise giving an authorization
(within the meaning of Section 14(a) of the Exchange Act, as in effect on the
date of this Agreement) in respect of such security.

     

    “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.

     

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

     

    “Closing
Price” of a security for any day shall mean the last sales price, regular way,
on such day or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, on such day, in either case as
reported in the principal transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange, or, if
such security is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which such security
is listed or admitted to trading, or, if such security is not listed or admitted
to trading on any national securities exchange but sales price information is
reported for such security, as reported by such  self-regulatory
organization or registered securities information processor (as such terms are
used under the Exchange Act) that then reports information concerning such
security, or, if sales price information is not so reported, the average of the
high bid and low asked prices in the over-the-counter market on such day, as
reported by such entity, or, if on such day such security is not quoted by any
such entity, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in such security selected by the Board
of Directors of the Company.  If on such day no market maker is making
a market in such security, the fair value of such security on such day as
determined in good faith by the Board of Directors of the Company shall be
used.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time. Each
reference to a Section of the Code shall include any successor to (or
replacement of) that provision.

     

    “Common
Stock” shall mean the common stock, par value $.001 per share, of the Company,
except that “Common Stock” when used with reference to equity interests issued
by 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.

     

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

     

    “Company”
shall mean the Person named as the “Company” in the preamble of this Agreement
until a successor Person shall have become such or until a Principal Party shall
assume, and thereafter be liable for, all obligations and duties of the Company
hereunder, pursuant to the applicable provisions of this Agreement, and
thereafter “Company” shall mean such successor Person or Principal
Party.

     

    “Company
Securities” shall mean (a) shares of Common Stock, (b) shares of Preferred Stock
of any class or series of Preferred Stock, (c) warrants, rights or options
(including within the meaning of Treasury Regulation Section 1.382-2T(h)(4)(v))
to purchase stock of the Company and (d) any other interests that would be
treated as “stock” of the Company pursuant to Treasury Regulation Section
1.382-2T(f)(18).

     

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

     

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

     

    “Distribution
Date” shall mean the earlier of (i) the close of business on the tenth day (or,
if such Stock Acquisition Date results from the consummation of a Permitted
Offer, such later date as may be determined by the Company’s Board of Directors
as set forth below before the Distribution Date occurs) after the Stock
Acquisition Date (or, if the tenth 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 Business Day (or such later date as may be
determined by the Company’s Board of Directors as set forth below before the
Distribution Date occurs) after the date that a tender offer or exchange offer
by any Person (other than any Exempt Person) 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 as then in effect, if upon consummation thereof, such Person
would be an Acquiring Person, other than a tender or exchange offer that is
determined before the Distribution Date occurs to be a Permitted
Offer.  The Board of Directors of the Company may, to the extent set
forth in the preceding sentence, defer the date set forth in clause (i) or (ii)
of the preceding sentence to a specified later date or to an unspecified later
date to be determined by a subsequent action or event (but in no event to a date
later than the close of business on the tenth day after the first occurrence of
a Triggering Event).


    
      
         


      

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

     

    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

     

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

     

    “Exempt
Person” shall mean a Person whose Beneficial Ownership (together with all
Affiliates and Associates of such Person) of 4.9% or more of the Company
Securities then outstanding (a) will not, as determined by the Board of
Directors in its sole discretion, jeopardize or endanger the availability to the
Company of its Tax Benefits or (b) is otherwise determined by the Board of
Directors in its sole discretion to be in the best interests of the Company;
provided, however, that such a Person
will cease to be an Exempt Person under this definition if the Board of
Directors subsequently makes a contrary determination with respect to the effect
of such Person’s Beneficial Ownership (together with all Affiliates and
Associates of such Person) on the availability to the Company of its Tax
Benefits.

     

    “Exempt
Transaction” shall mean any transaction that the Board of Directors of the
Company determines, in its sole discretion, prior to the consummation of such
transaction, is exempt because (a) that transaction would not frustrate the
ability of the Company to protect the availability (in both timing and amount)
of the Company’s Tax Benefits or (b) that transaction is otherwise determined by
the Board of Directors in its sole discretion to be in the best interests of the
Company; in either case, such determination shall be irrevocable.

     

    “Expiration
Date” shall mean the earliest of (i) the Final Expiration Date,
(ii) the time at which the Rights are redeemed as provided in
Section 23 hereof, (iii) the time at which the Rights expire pursuant
to Section 13(d) hereof and (iv) the time at which all Rights then
outstanding and exercisable are exchanged pursuant to Section 24
hereof.

     

    “Final
Expiration Date” shall mean the close of business on October 31,
2019.

     

    “Flip-In
Event” shall mean an event described in Section 11(a)(ii) hereof.

     

    “Flip-In
Trigger Date” shall have the meaning set forth in Section 11(a)(iii)
hereof.

     

    “Flip-Over
Event” shall mean any event described in clause (x), (y) or (z) of Section 13(a)
hereof, but excluding any transaction described in Section 13(d) hereof that
causes the Rights to expire.

     

    “Fractional
Share” with respect to the Preferred Stock shall mean one one-hundredth of a
share of Preferred Stock.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    “Original
Rights” shall have the meaning set forth in the definition of “Beneficial
Owner.”

     

    “Permitted
Offer” shall mean a tender offer or an exchange offer for all outstanding shares
of Common Stock at a price and on terms determined, prior to the time the Person
making the offer or any Affiliate or Associate thereof is an Acquiring Person,
by at least a majority of the members of the Board of Directors who are not, and
are not representatives, nominees, Affiliates or Associates of, an Acquiring
Person or the person making the offer, after receiving advice from one or more
investment banking firms, to be (a) at a price and on terms that are fair
to stockholders (taking into account all factors that such members of the Board
deem relevant including, without limitation, prices that 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.

     

    “Person”
shall mean any individual, firm, corporation, partnership, limited liability
company, association, trust or any other entity, organization or group of
persons making a “coordinated acquisition” of shares or otherwise treated as an
entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations
or otherwise but shall not include persons who are aggregated solely as members
of a “public group” within the meaning of Section 1.382-2T(f)(2) of the Treasury
Regulations.

     

    “Preferred
Stock” shall mean shares of Series A Junior Participating Preferred Stock, par
value $.001 per share, of the Company having the rights, powers and preferences
set forth in the form of Certificate of Designations attached hereto as Exhibit
A and, to the extent that there is 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, par value $.001 per share, of
the Company designated for such purpose containing terms substantially similar
to the terms of the Series A Junior Participating Preferred Stock.

     

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

     

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

     

    “Record
Date” shall have the meaning set forth in the recitals clause at the beginning
of this Agreement.

     

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

     

    “Rights”
shall have the meaning set forth in the recitals clause at the beginning of this
Agreement.

     

    “Rights
Agent” shall mean the Person named as the “Rights Agent” in the preamble of this
Agreement until a successor Rights Agent shall have become such pursuant to the
applicable provisions hereof, and thereafter “Rights Agent” shall mean such
successor Rights Agent.  If at any time there is more than one Person
appointed by the Company as Rights Agent pursuant to the applicable provisions
of this Agreement, “Rights Agent” shall mean and include each such
Person.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    “Rights
Certificates” shall mean the certificates evidencing the Rights.

     

    “Rights
Dividend Declaration Date” shall have the meaning set forth in the recitals
clause at the beginning of this Agreement.

     

    “Securities
Act” shall mean the Securities Act of 1933, as amended.

     

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

     

    “Stock
Acquisition Date” shall mean the first date of public announcement (which, for
purposes of this definition and Section 23, shall include, without limitation, a
report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such.

     

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

     

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

     

    “Summary
of Rights” shall mean the Summary of Rights sent pursuant to Section 3(b)
hereof.

     

    “Tax
Benefits” means the net operating loss carryovers, capital loss carryovers,
general business credit carryovers, alternative minimum tax credit carryovers
and foreign tax credit carryovers, as well as any “net unrealized built-in loss”
within the meaning of Section 382 of the Code, of the Company or any direct or
indirect subsidiary thereof.

     

     “Trading
Day” with respect to a security shall mean a day on which the principal national
securities exchange on which such security is listed or admitted to trading is
open for the transaction of business, or, if such security is not listed or
admitted to trading on any national securities exchange but is quoted by a
self-regulatory organization or registered securities information processor (as
such terms are used under the Exchange Act), a day on which such entity reports
trades, or, if such security is not so quoted, a Business Day.

     

    “Treasury
Regulations” means final, temporary and proposed income tax regulations
promulgated under the Code, including any amendments thereto.

     

    “Triggering
Event” shall mean any Flip-In Event or any Flip-Over Event.

     

    Section
2.        Appointment of Rights
Agent.  The
Company hereby appoints the Rights Agent (i) to act as agent for the Company and
(ii) to take certain actions in respect of 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) (although it is expressly agreed that the
Rights Agent shall not act as agent for such holders) 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.


    
      
         


      

      
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    Section
3.        Issue of Rights
Certificates.

     

    (a)           Until
the Distribution Date, (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for Common
Stock registered in the names of the holders of the Common Stock or, for Common
Stock held in book-entry accounts through the direct registration service of the
Company’s transfer agent, by such book-entry accounts (together with a direct
registration transaction advice with respect to such shares) 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 (i) send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on the
Distribution Date (other than any Person referred to in the first sentence of
Section 7(e)), at the address of such holder shown on the records of the
Company, one or more Rights Certificates, evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein, or (ii) credit
the book-entry account of such holder with such Rights and send a direct
registration transaction advice with respect to such Rights to such
holder.  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 or such credits to the
book-entry accounts, 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, or only
whole numbers of Rights are credited to book-entry accounts, 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 or such
book-entry credits and related direct registration transaction
advices.  In the event the Company elects to distribute any Rights by
crediting book-entry accounts, the provisions in this Agreement that reference
Rights Certificates shall be interpreted to reflect that the Rights are credits
to the book-entry accounts, that separate Rights Certificates are not issued
with respect to some or all of the Rights, and that any legend required on a
Rights Certificate may be placed on the direct registration transaction advice
with respect to certain Rights.

     

    (b)           As
promptly as practicable following the Record Date, the Company will send a copy
of a Summary of Rights, in substantially the form attached hereto as Exhibit C,
by first-class, postage prepaid mail, to each record holder of Common Stock as
of the close of business on the Record Date, at the address of such holder shown
on the records of the Company.  With respect to Common Stock
outstanding as of the Record Date, until the Distribution Date or the earlier
surrender for transfer thereof or the Expiration Date, the Rights associated
with (i) the shares of Common Stock represented by certificates shall be
evidenced by such certificates for Common Stock together with the Summary of
Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be
held in book-entry accounts and evidenced by the related transaction advice
together with the Summary of Rights, and in either case 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 of the shares of Common Stock outstanding on the
Record Date, with or without a copy of the Summary of Rights, shall also
constitute the transfer of the Rights associated with such Common
Stock.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    (c)           Rights
shall be issued in respect of all shares of Common Stock that 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 or, in certain circumstances provided in Section 22 hereof, after the
Distribution Date.  Certificates issued representing such shares of
Common Stock that shall so become outstanding or shall be transferred or
exchanged after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date shall also be deemed to be certificates for Rights,
and shall bear the following legend:

     

    This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Section 382 Rights Agreement between U.S. Concrete, Inc. (the
“Company”) and American Stock Transfer & Trust Company, LLC (the “Rights
Agent”) dated as of November 5, 2009 as it may from time to time be supplemented
or amended (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 may be redeemed, may be exchanged, may expire or may 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 beneficially owned by or transferred to any
Person who is, was or becomes an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), and certain
transferees thereof, will become null and void and will no longer be
transferable.

     

    Each
book-entry account for such shares of Common Stock that shall so become
outstanding or shall be transferred or exchanged after the Record Date but prior
to the earlier of the Distribution Date or the Expiration Date shall also be
deemed to include the associated Rights, and the direct registration transaction
advice with respect to such shares shall bear the following legend:

     

    Each
security covered by this Advice entitles the holder thereof to certain Rights as
set forth in the Section 382 Rights Agreement between U.S. Concrete, Inc. (the
“Company”) and American Stock Transfer & Trust Company, LLC (the “Rights
Agent”) dated as of November 5, 2009 as it may from time to time be supplemented
or amended (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 may be redeemed, may be exchanged, may expire or may be
evidenced by separate certificates or be covered by separate book-entry credits
and will no longer be covered by this Advice or be evidenced by a
certificate representing a security covered by this Advice.  The
Company will mail to the holder of the security covered by this Advice 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 beneficially owned by or transferred to any
Person who is, was or becomes an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), and certain
transferees thereof, will become null and void and will no longer be
transferable.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    With
respect to such shares of Common Stock described in this Section 3(c), until the
earlier of the Distribution Date or the Expiration Date, the Rights associated
with the Common Stock represented by such certificates or held in such
book-entry accounts shall be evidenced by such certificates or such book-entry
accounts (together with the direct registration transaction advice with respect
to such shares) alone, and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any shares of
Common Stock, whether by transfer of physical certificates or book-entry
transfer, shall also constitute the transfer of the Rights associated with the
Common Stock.

     

    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), when, as and if issued, shall 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 or quotation system on which the Rights
may from time to time be listed or quoted, or to conform to
usage.  Subject to the provisions of Section 11 and Section 22 hereof,
the Rights Certificates, whenever issued, shall be dated as of the Record Date
and on their face shall entitle the holders thereof to purchase such number of
Fractional Shares of Preferred Stock as shall be set forth therein at the price
set forth therein (such exercise price per Fractional Share (or, as set forth in
this Agreement, for other securities), the “Purchase Price”), but the amount and
type of securities purchasable upon the exercise of each Right and the Purchase
Price thereof shall be subject to adjustment as provided herein.

     

    (b)           Any
Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
represents Rights beneficially owned by a Person described in the first sentence
of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or
Section 11 hereof upon transfer, exchange, replacement or adjustment of any such
Rights, shall contain (to the extent feasible) the following legend, modified as
applicable to apply to such Person:

     

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

     

    The
provisions of Section 7(e) of this Agreement shall be operative whether or
not the foregoing legend is contained on any such Rights
Certificate.  The Company shall give notice to the Rights Agent
promptly after it becomes aware of the existence of any Acquiring Person or any
Associate or Affiliate thereof.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Section
5.        Countersignature and
Registration.

     

    (a)           The
Rights Certificates shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company’s seal or a facsimile thereof, which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature.  The Rights Certificates shall be 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
Certificate 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 certificate number and the date of each of the Rights
Certificates.

     

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


    (a)           Subject
to the provisions of Section 4(b), Section 7(e), Section 13(d), Section 14
and Section 24 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 Rights Certificates may be transferred, split
up, combined or exchanged for another Rights Certificate or Rights Certificates,
entitling the registered holder to purchase a like number of Fractional Shares
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 Rights Certificates surrendered then entitled such holder (or former holder
in the case of a transfer) to purchase.  Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or
Rights Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate or Rights 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) thereof or of the Affiliates or Associates thereof
as the Company shall reasonably request.  Thereupon the Rights Agent
shall, subject to Section 4(b), Section 7(e), Section 13(d), 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 require payment by the holder 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.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (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,
subject to Section 4(b), Section 7(e), Section 13(d), Section 14 and Section 24,
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.

     

    (a)           Subject
to Section 7(e) hereof, the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisability set forth in
Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part
at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the
reverse side thereof duly completed and 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 Fractional Shares 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 Expiration Date.

     

    (b)           The
Purchase Price for each Fractional Share of Preferred Stock pursuant to the
exercise of a Right shall initially be $10.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13(a) hereof
and shall be payable in accordance with paragraph (c) below.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    (c)           Upon
receipt of a Rights Certificate representing exercisable Rights, with the form
of election to purchase and the certificate on the reverse side thereof duly
executed, accompanied by payment, with respect to each Right so exercised, of
the Purchase Price per Fractional Share of Preferred Stock (or other 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 Fractional Shares of Preferred Stock to be purchased, and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) if the Company, in its sole discretion, shall have elected
to deposit the shares of Preferred Stock issuable upon exercise of the Rights
hereunder with a depositary agent, requisition from the depositary agent
depositary receipts representing interests in such number of Fractional Shares
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) may be made in cash or by certified check,
cashier’s or official bank check or bank draft payable to the order of the
Company or the Rights Agent.  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) or
Section 13(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 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 fewer than
all the Rights evidenced thereby, a new Rights Certificate evidencing Rights
equivalent to the Rights remaining unexercised shall be issued by the Rights
Agent and delivered to, or upon the order of, the registered holder of such
Rights Certificate, registered in such name or names as may be designated by
such holder, subject to the provisions of Section 14 hereof.

     

    (e)           Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence
of a Triggering Event, any Rights beneficially owned by or transferred to
(i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person
other than any such Person that became such pursuant to a Permitted Offer and
the Board of Directors in good faith determines was not involved in and did not
cause or facilitate, directly or indirectly, such Triggering Event, (ii) a
direct or indirect transferee of such Rights from such Acquiring Person (or any
such Associate or Affiliate) who becomes a transferee after such Triggering
Event or (iii) a direct or indirect transferee of such Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with such Triggering Event and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from such
Acquiring Person (or such Affiliate or Associate) to holders of equity interests
in such Acquiring Person (or such Affiliate or Associate) or to any Person with
whom such Acquiring Person (or such Affiliate or Associate) has any continuing
agreement, arrangement or understanding regarding the transferred Rights or
(B) a transfer that the Board of Directors of the Company determines is
part of a plan, arrangement or understanding that has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void
without any further action, no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise, and such Rights shall not be
transferable.  The Company shall use all reasonable efforts to ensure
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 other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.


    
      
         


      

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

     

    Section
9.        Reservation and Availability of
Capital Stock.

     

    (a)           The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares, 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 any 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 are listed on any national securities exchange
or quoted on any trading system, the Company shall use its best efforts to
cause, from and after such time as the Rights become exercisable, all shares
reserved for such issuance to be listed on such exchange, or quoted on such
system, upon official notice of issuance upon such
exercise.  Following the occurrence of a Triggering Event, the Company
will use its best efforts to list (or continue the listing of) the Rights and
the securities issuable and deliverable upon the exercise of the Rights on one
or more national securities exchanges or to cause the Rights and the securities
purchasable upon exercise of the Rights to be reported by such transaction
reporting system then in use.

     

    
      
        
        

      

      
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    (c)           The
Company shall use its best efforts to (i) prepare and file, as soon as
practicable following the first occurrence of a Flip-In Event or, if applicable,
as soon as practicable following the earliest date after the first occurrence of
a Flip-In Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined pursuant to this Agreement (including
in accordance with Section 11(a)(iii) hereof), a registration statement on
an appropriate form under the Securities Act with respect to the securities
purchasable upon exercise of the Rights, (ii) cause such registration
statement to become effective upon filing or as soon as practicable after such
filing, and (iii) cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the Securities Act)
until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the Expiration Date.  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 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.  In addition, if the
Company shall determine that the Securities Act requires an effective
registration statement under the Securities Act following the Distribution Date,
the Company may temporarily suspend the exercisability of the Rights until such
time as such a registration statement has been declared or becomes
effective.  Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect.  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 any required
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 Fractional Shares 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
the certificates for 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 that may be payable in
respect of the issuance or delivery of the Rights Certificates and of any
certificates for a number of Fractional Shares 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 that 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 Fractional Shares 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 Fractional
Shares 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 Certificate at the time of surrender) or until it has
been established to the Company’s satisfaction that no such tax is
due.

     

    
      
        
        

      

      
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    Section
10.        Preferred Stock Record
Date.  Each
Person in whose name any certificate for a number of Fractional Shares 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 shares (fractional or otherwise) 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, as such, shall not be entitled to
any rights of a stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

     

    Section
11.        Adjustment of Purchase Price, Number
and Kind of Shares or Number of Rights.  The
Purchase Price, the number and kind of shares or other securities subject to
purchase upon exercise of 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 Rights Dividend Declaration
Date (A) declare a dividend on the outstanding shares of Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the outstanding shares
of Preferred Stock, (C) combine the outstanding shares of Preferred Stock
into a smaller number of shares or (D) otherwise reclassify the outstanding
shares of 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 or other securities, 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 or other securities, 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, he would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification.  If an event
occurs that 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.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

     (ii)           Subject
to Sections 23 and 24 of this Agreement, in the event 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 (1) a
Flip-Over Event or (2) an acquisition of shares of Common Stock pursuant to
a Permitted Offer (provided that this clause (2)
shall cease to apply if such Acquiring Person thereafter becomes the Beneficial
Owner of any additional shares of Common Stock other than pursuant to such
Permitted Offer or a transaction set forth in Section 13(a) or 13(d) hereof),
then, (x) the Purchase Price shall be adjusted to be the Purchase Price
immediately prior to the first occurrence of a Flip-In Event multiplied by the
number of Fractional Shares of Preferred Stock for which a Right was exercisable
immediately prior to such first occurrence and (y) each holder of a Right
(except as provided below in Section 11(a)(iii) and in Section 7(e) hereof)
shall thereafter have the right to receive, upon exercise thereof at a price
equal to the Purchase Price in accordance with the terms of this Agreement, in
lieu of the shares of Preferred Stock otherwise purchasable thereunder, such
number of shares of Common Stock of the Company as shall equal the result
obtained by dividing the Purchase Price by 50% of the Current Market Price per
share of Common Stock on the date of such first occurrence (such number of
shares, the “Adjustment Shares”); provided that the Purchase
Price and the number of Adjustment Shares shall be further adjusted as provided
in this Agreement to reflect any events occurring after the date of such first
occurrence.


    (iii)           In
the event that the number of shares of Common Stock that 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, to the extent
permitted by applicable law and regulation, (A) determine the excess of (1)
the value of the Adjustment Shares issuable upon the exercise of a Right
(computed using the Current Market Price used to determine the number of
Adjustment Shares) (the “Current Value”) over (2) the Purchase Price (such
excess is herein referred to as the “Spread”), and (B) with respect to each
Right, make adequate provision to substitute for the Adjustment Shares, upon the
exercise of the Rights 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 (including, without limitation,
the Preferred Stock) that the Board of Directors of the Company has determined
to have the same value as shares of Common Stock (such shares of preferred stock
are herein 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, where such
aggregate value has been determined by the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company; provided, however, if the
Company shall not have made adequate provision to deliver value pursuant to
clause (B) above within 30 days following the later of (x) the first occurrence
of a Flip-In 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 “Flip-In 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.  If the Board of Directors of the
Company shall determine in good faith that it is likely that sufficient
additional shares of Common Stock could be authorized for issuance upon exercise
in full of the Rights, the 30-day period set forth above may be extended to the
extent necessary, but not more than 90 days after the Flip-In Trigger Date, in
order that the Company may seek stockholder approval for the authorization of
such additional shares (such period, as it may be extended, the “Substitution
Period”).  To the extent that the Company or the Board of Directors
determines that some action need be taken pursuant to the first and/or second
sentences of this Section 11(a)(iii), the Company (x) shall provide,
subject to Section 7(e) hereof, that such action shall apply uniformly to
all outstanding Rights, and (y) may suspend the exercisability of the
Rights until the expiration of the Substitution Period in order to seek any
authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the
value thereof.  In the event of any such suspension, the Company shall
issue a public announcement 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 the Common Stock shall be the Current Market Price per
share of the Common Stock on the Flip-In Trigger Date and the value of any
Common Stock Equivalent shall be deemed to have the same value as the Common
Stock on such date.


    
      
         


      

      
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    (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 45 calendar days after such record date)
Preferred Stock (or shares having substantially 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 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 that 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 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 of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the
Rights.  Shares of 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 that would
then be in effect if such record date had not been fixed.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (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 or surviving
corporation) of evidences of indebtedness, 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 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 per share of Preferred
Stock on such record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent) 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 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 that 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 of a Person on any date shall be deemed to be the average of the daily
Closing Prices per share of such Common Stock for the 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 10 consecutive Trading Days
immediately following such date; provided, however, that in
the event that the Current Market Price per share of Common Stock is determined
during a period following the announcement of (A) a dividend or distribution on
such Common Stock other than a regular quarterly cash dividend or the dividend
of 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 commencement of the requisite 30 Trading Day or 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.  If the Common Stock is not publicly held or not so listed or
traded, “Current Market Price” per share shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.


    
      
         


      

      
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    (ii)           For
the purpose of any computation hereunder, the “Current Market Price” per share
(or Fractional 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
(or Fractional 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 100 (as such number may be appropriately adjusted for such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock occurring after the date of this 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 of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes. For all purposes of this Agreement, the
Current Market Price of a Fractional Share of Preferred Stock shall be equal to
the Current Market Price of one share of Preferred Stock divided by
100.

     

    (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 1% in the Purchase Price; provided, however, that any adjustments
that by reason of this Section 11(e) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to
the nearest cent or to the nearest ten-thousandth of a share of Common Stock or
other share or to the nearest ten-thousandth of a Fractional 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 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) or
Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive in respect of such Right 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), (f), (g), (h), (i), (j), (k) and (m)
hereof, 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 Fractional Shares 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)
hereof, upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c) hereof, each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of Fractional
Shares of Preferred Stock (calculated to the nearest one ten-thousandth of a
Fractional Share) obtained by (i) multiplying (x) the number of Fractional
Shares of Preferred Stock covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

     

    
      
        
        

      

      
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    (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
Fractional Shares 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 Fractional Shares 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
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price.  The Company shall
make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made.  This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least 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 Fractional
Shares 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 Fractional Share and the number of Fractional Shares that
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 par value, if any, or the stated capital of the number of
Fractional Shares of Preferred Stock or of the number of shares of Common Stock
or other securities issuable upon exercise of a Right, the Company shall take
any corporate action that 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 Fractional Shares of Preferred Stock or such number
of shares of Common Stock or other securities at such adjusted Purchase
Price.

     

    
      
        
        

      

      
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    (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
Fractional Shares of Preferred Stock and other capital stock or securities of
the Company, if any, issuable upon such exercise over and above the number of
Fractional Shares of Preferred Stock and other capital stock or securities of
the Company, if any, issuable upon such exercise on the basis of the Purchase
Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares (fractional or
otherwise) or securities upon the occurrence of the event requiring such
adjustment.

     

    (m)           Anything
in this Section 11 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that in
their good faith judgment the Board of Directors of the Company shall determine
to be advisable in order that any (i) consolidation or subdivision of the
Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred Stock
at less than the current market price, (iii) issuance wholly for cash of shares
of Preferred Stock or securities that 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 that there is an
Acquiring Person, (i) consolidate with any other Person, (ii) merge with or into
any other Person or (iii) sell, lease or transfer (or permit one or more
Subsidiaries to sell, lease or transfer), in one transaction or a series of
related transactions, assets, earning power or cash flow aggregating 50% or more
of the assets, earning power or cash flow of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons, if (x) at the time of or
immediately after such consolidation, merger, sale, lease or  transfer
there are any rights, warrants or other instruments or securities of the Company
or any other Person outstanding or agreements, arrangements or understandings in
effect that would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights, (y) prior to, simultaneously with or
immediately after such consolidation, merger, sale, lease or transfer, the
stockholders or other equity owners 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 or Associates, or (z) the identity, form or nature of
organization of the Principal Party (including, without limitation, the
selection of the Person that will be the Principal Party as a result of the
Company’s entering into one or more consolidations, mergers, sales, leases
or  transfers with more than one party) would preclude or limit the
exercise of Rights or otherwise diminish substantially or eliminate the benefits
intended to be afforded by the Rights.

     

    (o)           The
Company covenants and agrees that, after the Distribution Date, it will not,
except as permitted by Section 23, Section 24 or Section 27 hereof, take (or
permit any Subsidiary to take) any action if the purpose of such action is to,
or if at the time such action is taken it is reasonably foreseeable that such
action will, diminish substantially or eliminate the benefits intended to be
afforded by the Rights.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (p)           Notwithstanding
Section 3(c) hereof or any other provision of this Agreement to the contrary, 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, (iii) combine the
outstanding shares of Common Stock into a smaller number of shares or (iv)
otherwise reclassify the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), the number of Rights
associated with each share of Common Stock then outstanding, or issued or
delivered thereafter with Rights, 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 “Adjustment Fraction”), the numerator of 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.  In lieu of such adjustment in the number of Rights
associated with one share of Common Stock, the Company may elect to adjust the
number of Fractional Shares of Preferred Stock purchasable, and the amount
payable. upon the exercise of one Right.  If the Company makes such
election, the number of Rights associated with one share of Common Stock shall
remain unchanged, and the number of Fractional Shares of Preferred Stock
purchasable upon exercise of one Right and the portion of the Purchase Price
payable upon exercise of one Right shall be proportionately adjusted so that
(i) the number of Fractional Shares of Preferred Stock purchasable upon
exercise of a Right following such adjustment shall equal the product of the
number of Fractional Shares of Preferred Stock purchasable upon exercise of a
Right immediately prior to such adjustment multiplied by the Adjustment Fraction
and (ii) the Purchase Price per Fractional Share of Preferred Stock
following such adjustment shall remain unchanged, with the effect that the
amount payable to exercise each Right will be changed to be equal the product of
the Purchase Price immediately prior to such adjustment multiplied by the
Adjustment Fraction.

     

    Section
12.        Certificate of Adjusted Purchase
Price or Number of Shares.  Whenever
an adjustment is made as provided in Section 11 or Section 13 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment
and a brief 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) mail a brief summary
thereof to each registered holder of a Rights Certificate (or, if prior to the
Distribution Date, to each registered holder of a certificate representing
shares of Common Stock) in accordance with Section 26 hereof.  The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained.


    
      
         


      

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

     

    (a)           In
the event that, from and after the time an Acquiring Person has become such,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person, and the Company shall not be the continuing or
surviving corporation of such consolidation or merger, (y) any Person shall
consolidate with, or merge with or into, the Company, and the Company shall be
the continuing or surviving corporation of such consolidation or merger, 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 the Company or any other Person or cash or any other property, or
(z) the Company shall sell, lease or otherwise transfer (or one or more of its
Subsidiaries shall sell, lease or otherwise transfer), in one transaction or a
series of related transactions, assets, cash flow or earning power aggregating
50% or more 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 wholly owned Subsidiary of the Company or any combination thereof in one
or more transactions each of which complies (and all of which together comply)
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) the Purchase Price shall be adjusted to be the Purchase Price immediately
prior to the first occurrence of a Triggering Event multiplied by the number of
Fractional Shares of Preferred Stock for which a Right was exercisable
immediately prior to such first occurrence; (ii) on and after the Distribution
Date, 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 Purchase
Price in accordance with the terms of this Agreement, in lieu of shares of
Preferred Stock or Common Stock of the Company, such number of validly
authorized and issued, fully paid, nonassessable 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 dividing the Purchase Price
by 50% of the Current Market Price per share of the Common Stock of such
Principal Party on the date of consummation of such Flip-Over Event; provided that the Purchase
Price and the number of shares of Common Stock of such Principal Party issuable
upon exercise of each Right shall be further adjusted as provided in this
Agreement to reflect any events occurring after the date of such first
occurrence of a Triggering Event or after the date of such Flip-Over Event, as
applicable; (iii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such Flip-Over Event, all the obligations and duties of the
Company pursuant to this Agreement; (iv) the term “Company” shall thereafter be
deemed to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Flip-Over Event; (v) 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 (vi) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the occurrence of any Flip-Over
Event.

     

    (b)           “Principal
Party” shall mean

     

    (i)           in
the case of any transaction described in clause (x) or (y) of the first sentence
of Section 13(a), (A) the Person that is the issuer of any securities into which
shares of Common Stock of the Company are converted in such merger or
consolidation, or, if there is more than one such issuer, the issuer the Common
Stock of which has the greatest aggregate market value, or (B) if no securities
are so issued, (x) the Person that survives such consolidation or is the other
party to the merger and survives such merger, or, if there is more than one such
Person, the Person the Common Stock of which has the greatest aggregate market
value or (y) if the Person that is the other party to the merger does not
survive the merger, the Person that does survive the merger (including the
Company if it survives); and

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (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, or, if each Person that is a party to such transaction or
transactions receives the same portion of the assets, cash flow or earning power
so transferred, or if the Person receiving the greatest portion of the assets,
cash flow or earning power cannot be determined, the Person the Common Stock of
which has the greatest aggregate market value;

     

    provided, however, that in
any such case, if the Common Stock of such Person is not at such time and has
not been continuously over the preceding twelve-month period registered under
Section 12 of the Exchange Act, and if (1) 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; (2) such Person
is a Subsidiary, directly or indirectly, of more than one Person, the Common
Stocks of all 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; and (3) such Person is owned, directly or
indirectly, by a joint venture formed by two or more Persons that are not owned,
directly or indirectly, by the same Person, the rules set forth in (1) and (2)
above shall apply to each of the chains of ownership having an interest in such
joint venture as if such party were a “Subsidiary” of both or all of such joint
venturers and the Principal Parties in each such chain shall bear the
obligations set forth in this Section 13 in the same ratio as their direct or
indirect interests in such Person bear to the total of such
interests.

     

    (c)           The
Company shall not consummate any Flip-Over Event unless each Principal Party (or
Person that may become a Principal Party as a result of such Flip-Over Event)
shall have a sufficient number of authorized shares of its Common Stock that
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 each 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 such Flip-Over Event, the Principal Party at its
own expense will


    (i)           prepare
and file a registration statement under the Securities 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 Securities Act) until the Expiration Date;

     

    (ii)           use
its best efforts to qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the “blue sky” laws of such
jurisdictions as may be necessary or appropriate;

     

    (iii)           use
its best efforts, if the Common Stock of the Principal Party is or shall become
listed on a national securities exchange, to list (or continue the listing of)
the Rights and the securities purchasable upon exercise of the Rights on such
securities exchange and, if the Common Stock of the Principal Party shall not be
listed on a national securities exchange, to cause the Rights and the securities
purchasable upon exercise of the Rights to be reported by such transaction
reporting system then in use; and

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (iv)           deliver
to holders of the Rights historical financial statements for the Principal Party
and each of its Affiliates that 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
Flip-Over Event shall occur at any time after the occurrence of a Flip-In Event,
the Rights that 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 Permitted 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 Common Stock whose shares were purchased pursuant to such
Permitted 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 Permitted
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 or scrip evidencing fractional Rights.  In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the Closing Price of
one Right for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.

     

    (b)           The
Company shall not be required to issue fractions of shares of Preferred Stock
(other than, except as provided in Section 7(c) hereof, fractions that are
integral multiples of a Fractional Share of Preferred Stock) upon exercise of
the Rights or to distribute certificates or scrip evidencing fractional shares
of Preferred Stock (other than, except as provided in Section 7(c) hereof,
fractions that are integral multiples of a Fractional Share of Preferred Stock).
Interests in fractions of shares of Preferred Stock in integral multiples of a
Fractional Share of Preferred Stock may, at the election of the Company in its
sole discretion, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it, provided that
such agreement shall provide that the holders of such depositary receipts shall
have all the rights, privileges and preferences to which they are entitled as
beneficial owners of the shares of Preferred Stock represented by such
depositary receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of a Fractional 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 one
one-hundredth of the Closing Price of a share of Preferred Stock for the Trading
Day immediately prior to the date of such exercise.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (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 or scrip evidencing 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
Closing Price of one share of Common Stock for the Trading Day immediately prior
to the date of such exercise.

     

    (d)           The
holder of a Right by the acceptance of the Right 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, other than rights of action
vested in the Rights Agent pursuant to Section 18 hereof, are vested in the
respective registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Common Stock) and, where
applicable, the Company; and any registered holder of any Rights Certificate
(or, prior to the Distribution Date, of the Common Stock), without the consent
of the Rights Agent or of the holder of any other Rights Certificate (or, prior
to the Distribution Date, of the Common Stock), may, in his own behalf and for
his own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Rights Certificate in the manner
provided in such Rights Certificate and in this Agreement.  Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and shall be entitled to specific
performance of the obligations hereunder and injunctive relief against actual or
threatened violations of the obligations hereunder of any Person subject to this
Agreement.  After a Triggering Event, holders of Rights shall be
entitled to recover the reasonable costs and expenses, including attorneys’
fees, incurred by them in any action to enforce the provisions of 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 not be evidenced by Rights
Certificates and will be transferable only in connection with the transfer of
Common Stock;

     

    (b)           after
the Distribution Date, the Rights Certificates will be 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 form of assignment
set forth on the reverse side thereof and the certificate contained therein duly
completed and fully executed;

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (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) is
registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Rights
Certificates or the associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall 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.

     

    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 Fractional
Shares of Preferred Stock or any other securities of the Company that may at any
time be issuable upon 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 reasonable 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 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, after proper inquiry or examination, to be genuine and to be
signed, executed and, where necessary, guaranteed, verified or acknowledged, by
the proper Person or Persons.

     

    
      
        
        

      

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

     

    (a)           Any
corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust or
stock transfer 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 corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof.  In case
at the time such successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Rights Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the countersignature of
a predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall not
have been countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this
Agreement.

     

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

     

    Section
20.        Duties of Rights
Agent.  The
Rights Agent undertakes 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 proved 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 proved and established by a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company and delivered to the Rights Agent; and such certificate shall be
full authorization 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.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    (c)           The
Rights Agent shall be liable hereunder only for its own negligence, bad faith or
willful misconduct.  In no event shall the Rights Agent be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights Agent has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

     

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

     

    (e)           The
Rights Agent shall not be under any responsibility in respect of the validity of
this Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any
Rights Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall it be responsible for
any adjustment required under the provisions of Section 11 or
Section 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Rights Certificates after receipt of actual knowledge 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 Preferred Stock
or Common Stock or other securities to be issued pursuant to this Agreement or
any Rights Certificate or as to whether any shares of Preferred Stock or Common
Stock or other securities 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 Chief Executive Officer, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and 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.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    
       

      (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, omission, default, neglect or misconduct of any such attorneys or agents or
for any loss to the Company resulting from any such act, omission, default,
neglect or misconduct; provided, however, that
reasonable care was exercised in the selection and continued employment
thereof.

     

    (j)           No
provision of this Agreement shall require the Rights Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or in the exercise of its rights if 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 30 days’ notice in writing mailed to the
Company, and to each transfer agent of the Common Stock and the Preferred Stock,
by registered or certified mail, and to the registered holders, if any, of the
Rights Certificates by first-class mail.  The Company may remove the
Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Stock and the Preferred
Stock, by registered or certified mail, and to the registered holders of the
Rights Certificates, if any, 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.  Notwithstanding the foregoing provisions of this
Section 21, in no event shall the resignation or removal of a Rights Agent
be effective until a successor Rights Agent shall have been appointed and have
accepted such appointment.  If the Company shall fail to make such
appointment within a period of 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 registered holder of a Rights
Certificate (who shall, with such notice, submit his Rights Certificate for
inspection by the Company), then the Rights Agent or the 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
corporation or trust company 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 so long as such corporation or trust company is authorized to conduct a
stock transfer or corporate trust business in the State of New York), in good
standing, which is authorized under such laws to exercise corporate trust or
stock transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or (b) an affiliate of
a corporation or trust company 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
mail a notice thereof in writing to the registered holders, if any, of the
Rights Certificates.  Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Section
22.        Issuance of New Rights
Certificates.  Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement.  In addition, in
connection with the issuance or sale of shares of Common Stock following the
Distribution Date and prior to the Expiration Date, 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 on or prior to the Distribution Date, or upon the exercise, conversion
or exchange of securities issued by the Company on or prior to the Distribution
Date, and (b) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale; provided, however, that
(i) no such Rights Certificate shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Rights Certificate would be issued, 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.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    Section
23.       Redemption and
Termination.

     

    (a)           The
Board of Directors of the Company may, at its option, by action of a majority of
the whole Board of Directors at any time prior to the earlier of (i) the
close of business on the tenth day following the first date of public
announcement of the occurrence of a Flip-In Event (or, if such date shall have
occurred prior to the Record Date, the close of business on the tenth day
following the Record Date) (in either event, subject to acceleration to such
earlier date as may be determined by the Company’s Board of Directors as set
forth below) and (ii) the Expiration Date, cause the Company to redeem all
but not less than all the then outstanding Rights at a redemption price of $.001
per Right, as such amount may be appropriately adjusted, if necessary, to
reflect any stock split, stock dividend or similar transaction occurring after
the Rights Dividend Declaration Date (such redemption price being hereinafter
referred to as the “Redemption Price”); provided, however, that if
there is an Acquiring Person the Rights may not be redeemed (i) if from and
after the time a Person became an Acquiring Person, an Acquiring Person has
caused the composition of the Board of Directors to be changed with the result
that a majority of its members are representatives, nominees, designees,
Affiliates or Associates of an Acquiring Person (including the Acquiring Person
as a designee of the Acquiring Person), or (ii) following any merger to which
the Company is a party that (i) occurs when there is an Acquiring Person
and (ii) was not approved (x) prior to the time such Person became an
Acquiring Person by the Board of Directors of the Company and (y) prior to such
merger by the stockholders of the Company at a stockholders’ meeting.
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Flip-In 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
of Directors.  The Board of Directors of the Company may, to the
extent set forth in the first sentence of this Section 23(a), irrevocably
accelerate the time set forth in clause (i) of such sentence to a specified
earlier time or to an unspecified earlier time to be determined by a subsequent
action or event (but in no event to a time later than the time otherwise
specified in clause (i)), in which event the Rights shall not be redeemable from
and after such specified time.  Nothwithstanding the foregoing
provisions of this Section 23(a), the Board of Directors may not effect any such
redemption at any time after (i) any Person (other than an Exempt Person),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding
or (ii) the occurrence of a Flip-Over Event.

     

    (b)           Immediately
upon the effectiveness of the action of the Board of Directors of the Company
ordering the redemption of the Rights (the effectiveness of which action may be
conditioned on the occurrence of one or more events or on the existence of one
or more facts or may be effective at some future time), evidence of which shall
be 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 effectiveness of the action of
the Board of Directors ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the registered 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 Company for the
Common Stock.  Any notice that is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    Section
24.       Exchange.

     

    (a)           The
Board of Directors of the Company may, at its option, at any time and from time
to time after the occurrence of a Flip-In Event, 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 or Common Stock Equivalents or any combination thereof,
at an exchange ratio of one share of Common Stock, or such number of Common
Stock Equivalents or units representing fractions thereof as would be deemed to
have the same value as one share of Common Stock, per Right, appropriately
adjusted, if necessary, to reflect any stock split, stock dividend or similar
transaction occurring after the Rights Dividend Declaration Date (such exchange
ratio being hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors may
not effect such exchange at any time after (i) any Person (other than an Exempt
Person), together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding
or (ii) the occurrence of a Flip-Over Event.


    (b)           Immediately
upon the effectiveness of the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to and in accordance with
subsection (a) of this Section 24 (the effectiveness of which action
may be conditioned on the occurrence of one or more events or on the existence
of one or more facts or may be effective at some future time) 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 and/or Common Stock Equivalents
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 registered 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 shares of Common
Stock and/or Common Stock Equivalents for Rights will be effected and, in the
event of any partial exchange, the number of Rights that will be
exchanged.  Any partial exchange shall be effected as nearly pro rata
as possible based on the number of Rights (other than Rights that have become
void pursuant to the provisions of Section 7(e) hereof) held by each holder
of Rights.

     

    (c)           In
the event that the number of shares of Common Stock that 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 an exchange of Rights as contemplated in accordance with this
Section 24, the Company may, at its option, take all such action as may be
necessary to authorize additional shares of Common Stock for issuance upon
exchange of the Rights.

     

    (d)           The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates or scrip evidencing fractional shares of Common Stock
upon exchange of the Rights.  In lieu of such fractional shares of
Common Stock, the Company shall pay to the registered holders of Rights with
regard to which such fractional shares of Common Stock would otherwise be
issuable an amount in cash equal to the same fraction of the value of a whole
share of Common Stock.  For purposes of this Section 24, the
value of a whole share of Common Stock shall be the Closing Price per share of
Common Stock for the Trading Day immediately prior to the date of exchange
pursuant to this Section 24, and the value of any Common Stock Equivalent
shall be deemed to have the same value as the Common Stock on such
date.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (e)           Upon
or prior to ordering the exchange of Rights pursuant to this Section 24, or as
promptly as reasonably practicable thereafter, the Board of Directors of the
Company may direct the Company to enter into a Trust Agreement (the “Trust
Agreement”) in such form and with such terms as the Board of Directors shall
then approve. If the Board of Directors so directs, (1) the Company shall enter
into the Trust Agreement and shall issue to the trust created by the Trust
Agreement (the “Trust”) all the shares of Common Stock and/or Common Stock
Equivalents (the “Trust Shares”) issuable upon exchange of the Rights in
accordance with this Section 24 to (x) all holders of outstanding and
exercisable Rights subject to exchange in accordance with Section 24(a) (which
shall not include Rights that have become void pursuant to the provisions of
Section 7(e) hereof), or (y) some portion of such holders (which may
consist of holders who have not taken proper steps to certify or otherwise
demonstrate to the satisfaction of the Company that the Rights held by them have
not become void pursuant to the provisions of Section 7(e) hereof), and (2)
all holders referred to in clause (1) shall be entitled to receive Common Stock
and/or Common Stock Equivalents pursuant to this Section 24 only from the Trust
and only upon compliance with the relevant terms and provisions of the Trust
Agreement. The Trust Shares shall also include any dividends or distributions
made on the Trust Shares after the deposit of the Trust Shares.

     

    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 wholly owned Subsidiary of
the Company in a transaction that complies with Section 11(o) hereof), or
to effect any sale, lease or other transfer of 50% or more 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 a wholly owned Subsidiary of the Company
in a transaction that 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 record 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, lease,
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 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 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.  The failure to give notice required by this
Section 25 or any defect therein shall not affect the legality or validity
of the action taken by the Company or the vote upon any such
action.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    (b)           In
case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company
shall as soon as practicable thereafter give to each registered holder of a
Rights Certificate (or if occurring prior to the Distribution Date, the
registered holders of Common Stock), 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) or
Section 13(a) 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 with the Rights Agent) as
follows:

     

    U.S.
Concrete, Inc.

    2925
Briarpark, Suite 1050

    Houston,
Texas 77042

    Attention:
General Counsel

     

    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 with the Company) as follows:

     

    American
Stock Transfer & Trust Company, LLC

    59 Maiden
Lane, Plaza Level

    New York,
New York  10038

    Attention:
Reorganization Department

     

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

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    Section
27.        Supplements and
Amendments.  Except
as provided in the last sentence of this Section 27, at any time when the
Rights are then redeemable, the Company may in its sole and absolute discretion
and the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement in any respect without the approval of any holders
of Rights or holders of Common Stock.  At any time when the Rights are
not redeemable, except as provided in the last sentence of this Section 27,
the Company may and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of Rights
in order (i) to cure any ambiguity, (ii) to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder or
(iv) to change or supplement the provisions hereunder in any manner that
the Company may deem necessary or desirable; provided that no such amendment or
supplement shall materially adversely affect the interests of the holders of
Rights (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); and further provided that this Agreement may not be
supplemented or amended pursuant to this sentence to lengthen (A) a time
period relating to when the Rights may be redeemed or (B) any other time
period unless the lengthening of such other time period is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders of Rights (other than any Acquiring Person and its Affiliates and
Associates).  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; provided, however, that the Rights Agent
may, but shall not be obligated to, enter into any such supplement or amendment
that affects the Rights Agent’s own rights, duties or immunities under this
Agreement.  Action by the Company to approve any amendment or
supplement to this Agreement must be approved by the majority of the whole Board
of Directors.  Notwithstanding anything contained in this Agreement to
the contrary, no supplement or amendment shall be made that decreases the
Redemption Price.

     

    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 Company Securities
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 as in effect on the date of this Agreement or the provisions of
Section 382 of the Code and the Treasury Regulations promulgated
thereunder.  The Board of Directors of the Company (or, as set forth
herein, certain specified members thereof) shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors of the Company or to the Company,
or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including,
without limitation, a determination to redeem or not redeem the Rights or to
amend this Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) that are done or made by the
Board of Directors of the Company in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Company Securities or the
Rights.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    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 of Directors of the Company
determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement,
then, unless there is an Acquiring Person and there has occurred either a change
in composition of the Board of Directors or a merger in either case of the type
referred to in the proviso to the first sentence of Section 23(a), the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the tenth day following the date of such
determination by the Board of Directors of the Company or, if earlier,
immediately prior to any such change in composition or
merger.  Without limiting the foregoing, if any provision requiring
that a determination be made by less than the entire Board of Directors of the
Company is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, such determination shall then be made by the
entire Board of Directors of the Company.

     

    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.

     

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

     

    
      
        	 
      	
                U.S.
      CONCRETE, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By    
      :

              	
                  /s/ Michael W.
  Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President
      and Chief Executive
Officer

              


      

    


    
      
         


      

      
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                    AMERICAN
      STOCK TRANSFER & TRUST

                    COMPANY,
      LLC

                  
	 
      	 
      
	 
      	 
      
	 
      	By: 	
                     /s/ Herbert Lemmer

                  
	 
      	
                    Name:
      Herbert Lemmer

                  
	 
      	
                    Title:   Vice
      President

                  


          

        

      

    

     

    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    


    Exhibit
A

     

    FORM
OF

    CERTIFICATE
OF DESIGNATIONS

    of

    SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK

    of

    U.S.
CONCRETE, INC.

     

    Pursuant
to Section 151 of the General Corporation Law

    of the
State of Delaware

     

    U.S.
CONCRETE, 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, DOES HEREBY CERTIFY:

     

    That
pursuant to the authority vested in the Board of Directors in accordance with
the provisions of the Restated Certificate of Incorporation of the said
Corporation, the said Board of Directors on November 5, 2009 adopted the
following resolution creating a series of 600,000 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 the Restated Certificate of
Incorporation, a series of Preferred Stock, par value $.001 per share, of the
Corporation be and hereby is created, and that the designation and number of
shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the
qualifications, limitations and restrictions thereof are as
follows:

     

    Series
A Junior Participating Preferred Stock

     

    1.           Designation and Amount.  There
shall be a series of Preferred Stock that shall be designated as “Series A
Junior Participating Preferred Stock,” and the number of shares constituting
such series shall be 600,000. 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 A Junior
Participating Preferred Stock to less than the number of shares then issued and
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.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    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 A Junior
Participating Preferred Stock with respect to dividends, the holders of shares
of Series A Junior Participating Preferred Stock, in preference to the holders
of shares of any class or series of stock of the Corporation ranking junior to
the 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, (1) quarterly dividends payable in cash on March 31,
June 30, September 30 and December 31 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 Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
and (b) the Adjustment Number (as defined below) times the aggregate per share
amount of all cash dividends, and (2) the Adjustment Number 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 $.001 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. The “Adjustment Number” shall initially be
100.  In the event the Corporation shall at any time after November 5,
2009 (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 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.

     

    (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 $1.00 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

        
          

        

      

      
         


      

    

     

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

     

    (A)           Each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to a number of votes equal to the Adjustment Number on all matters
submitted to a vote of the stockholders of the Corporation.

     

    (B)           Except
as otherwise provided herein, in the Restated Certificate of Incorporation or by
law, the holders of shares of Series A Junior Participating Preferred Stock, the
holders of shares of any other class or series entitled to vote with the Common
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 quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a “default period”) that 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, (1) the number of Directors
shall be increased by two, effective as of the time of election of such
Directors as herein provided, and (2) the holders of Preferred Stock (including
holders of the Series A Junior Participating Preferred Stock) upon which these
or like voting rights have been conferred and are exercisable (the “Voting
Preferred Stock”) with dividends in arrears in an amount equal to six quarterly
dividends thereon, voting as a class, irrespective of series, shall have the
right to elect such two 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 at
least one-third in number of the shares of Voting 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
Voting Preferred Stock of such voting right.


    (iii)           Unless
the holders of Voting 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 of the total number of shares of Voting Preferred Stock
outstanding, irrespective of series, may request, the calling of a special
meeting of the holders of Voting Preferred Stock, which meeting shall thereupon
be called by the Chairman of the Board, the Chief Executive Officer, the
President, a Vice President or the Secretary of the
Corporation.  Notice of such meeting and of any annual meeting at
which holders of Voting Preferred Stock are entitled to vote pursuant to this
paragraph (C)(iii) shall be given to each holder of record of Voting 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 of
the total number of shares of Voting 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.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    (iv)           In
any default period, after the holders of Voting Preferred Stock shall have
exercised their right to elect Directors voting as a class, (x) the Directors so
elected by the holders of Voting 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 be
filled by vote of a majority of the remaining Directors theretofore elected by
the holders of the class or classes 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 or classes 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 Voting
Preferred Stock as a class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Voting Preferred Stock as a class shall
terminate and (z) the number of Directors shall be such number as may be
provided for in the Restated Certificate of Incorporation or By-Laws
irrespective of any increase made pursuant to the provisions of paragraph (C) of
this Section 3 (such number being subject, however, to change thereafter in any
manner provided by law or in the Restated 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.

     

    (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.

     

    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;

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    (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;
or

     

    (iii)           redeem
or 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 Series A Junior Participating Preferred Stock, or
to all such holders and the holders of any such shares ranking on a parity
therewith, 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 A Junior Participating Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
canceled 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 any
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 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 $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the “Series A Junior Participating Preferred Stock Liquidation
Preference”).  Following the payment of the full amount of the Series
A Junior Participating Preferred Stock 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 Junior Participating
Preferred Stock Liquidation Preference by (ii) the Adjustment
Number.  Following the payment of the full amount of the Series A
Junior Participating Preferred Stock 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,
subject to the prior rights of all other series of Preferred Stock, if any,
ranking prior thereto, 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 Series A Junior Participating Preferred Stock and Common
Stock, on a per share basis, respectively.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (B)           In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Junior Participating Preferred Stock Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, that 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)           Neither
the merger or consolidation of the Corporation into or with another corporation
nor the merger or consolidation of any other corporation into or with the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Section 6, but the sale, lease
or conveyance of all or substantially all the Corporation’s assets shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 6.

     

    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 each share of Series A Junior Participating Preferred Stock shall
at the same time be similarly exchanged or changed in an amount per share equal
to the Adjustment Number 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.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    8.           Redemption.  (A)
The Corporation, at its option, may redeem shares of the Series A Junior
Participating Preferred Stock in whole at any time and in part from time to
time, at a redemption price equal to the Adjustment Number times the current per
share market price (as such term is hereinafter defined) of the Common Stock on
the date of the mailing of the notice of redemption, together with unpaid
accumulated dividends to the date of such redemption.  The “current
per share market price” on any date shall be deemed to be the average of the
closing price per share of such Common Stock for the ten consecutive Trading
Days (as such term is hereinafter defined) immediately prior to such date;
provided, however, that in the event that the current per share market price of
the Common Stock is determined during a period following the announcement of
(A) a dividend or distribution on the Common Stock other than a regular
quarterly cash dividend 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 commencement of such ten
Trading Day period, then, and in each such case, the current per share market
price shall be properly adjusted to take into account ex-dividend
trading.  The closing price for each day shall be the last sales
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 transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange, or, if
the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange but sales price
information is reported for such security, as reported by such self-regulatory
organization or registered securities information processor (as such terms are
used under the Securities Exchange Act of 1934, as amended) that then reports
information concerning the Common Stock, or, if sales price information is not
so reported, the average of the high bid and low asked prices in the
over-the-counter market on such day, as reported by such entity, or, if on any
such date the Common Stock is not quoted by any such entity, 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 of Directors of the
Corporation.  If on any such date no such market maker is making a
market in the Common Stock, the fair value of the Common Stock on such date as
determined in good faith by the Board of Directors of the Corporation shall be
used.  The term “Trading Day” shall mean a day on which the principal
national securities exchange on which the Common Stock is listed or admitted to
trading is open for the transaction of business, or, if the Common Stock is not
listed or admitted to trading on any national securities exchange but is quoted
by such a self-regulatory organization or registered securities information
processor, a day on which such entity reports trades, or, if the Common Stock is
not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking
institutions in the State of New York are not authorized or obligated by law or
executive order to close.

     

    (B)           In
the event that fewer than all the outstanding shares of the Series A Junior
Participating Preferred Stock are to be redeemed, the number of shares to be
redeemed shall be determined by the Board of Directors and the shares to be
redeemed shall be determined by lot or pro rata as may be determined by the
Board of Directors or by any other method that may be determined by the Board of
Directors in its sole discretion to be equitable.


    (C)           Notice
of any such redemption shall be given by mailing to the holders of the shares of
Series A Junior Participating Preferred Stock to be redeemed a notice of such
redemption, first class postage prepaid, not later than the fifteenth day and
not earlier than the sixtieth day before the date fixed for redemption, at their
last address as the same shall appear upon the books of the
Corporation.  Each such notice shall state: (i) the redemption
date; (ii) the number of shares to be redeemed and, if fewer than all the
shares held by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the redemption price; (iv) the place
or places where certificates for such shares are to be surrendered for payment
of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on the close of business on such redemption
date.  Any notice that is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the stockholder
received such notice, and failure duly to give such notice by mail, or any
defect in such notice, to any holder of Series A Junior Participating Preferred
Stock shall not affect the validity of the proceedings for the redemption of any
other shares of Series A Junior Participating Preferred Stock that are to be
redeemed.  On or after the date fixed for redemption as stated in such
notice, each holder of the shares called for redemption shall surrender the
certificate evidencing such shares to the Corporation at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If fewer than all the shares represented by any such
surrendered certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    The
shares of Series A Junior Participating Preferred Stock shall not be subject to
the operation of any purchase, retirement or sinking fund.

     

    9.           Ranking.  The
Series A Junior Participating 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, and shall rank senior to the Common Stock as to such
matters.

     

    10.           Amendment.  At
any time that any shares of Series A Junior Participating Preferred Stock are
outstanding, the Restated Certificate of Incorporation of the Corporation shall
not 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 two-thirds or more of the outstanding shares of Series A Junior Participating
Preferred Stock, voting separately as a class.

     

    11.           Fractional Shares.  Series
A Junior Participating Preferred Stock may be issued in fractions of a share
that 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.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm
the foregoing as true this ___ day of _______, 200_.

     

    
      
        	 
      	
                   

              
	 
      	
                [Vice]
      President

              


      

    

     

    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    Exhibit
B

     

    [Form of
Rights Certificate]

     

    
      
        	
                Certificate
      No. R-

              	
                ________
      Rights

              


      

    

     

    NOT
EXERCISABLE AFTER OCTOBER 31, 2019 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED
TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE
TRANSFERABLE.

     

    Rights
Certificate

     

    U.S.
CONCRETE, 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 Section 382
Rights Agreement, dated as of November 5, 2009 as it may from time to time be
supplemented or amended (the “Rights Agreement”), between U.S. Concrete, Inc., a
Delaware corporation (the “Company”), and American Stock Transfer & Trust
Company, LLC (the “Rights Agent”), to purchase from the Company at any time
prior to 5:00 p.m. (New York, New York time) on October 31, 2019 at the
principal office or offices of the Rights Agent designated for such purpose, or
its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable
share (a “Fractional Share”) of Series A Junior Participating Preferred Stock,
par value $.001 per share (the “Preferred Stock”), of the Company, at a purchase
price of $10.00 per one one-hundredth of a share (the “Purchase Price”), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certificate set forth on the reverse hereof duly
executed.  The Purchase Price may be paid in cash or by certified
check, cashier’s or official bank check or bank draft payable to the order of
the Company or the Rights Agent.  The number of Rights evidenced by
this Rights Certificate (and the number of shares that may be purchased upon
exercise thereof) set forth above, and the Purchase Price per Fractional Share
set forth above, are the number and Purchase Price as of November 5, 2009, 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.

     

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    From and
after the first occurrence of a Triggering Event (as such term is defined in the
Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by or transferred to (i) an Acquiring Person or an Associate
or Affiliate of an 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, concurrently with or after such
transfer, became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person, such Rights shall, with certain exceptions, become null and
void in the circumstances set forth in the Rights Agreement, and no holder
hereof shall have any rights whatsoever with respect to such Rights from and
after the occurrence of such Triggering Event.

     

    As
provided in the Rights Agreement, the Purchase Price and the number and kind of
shares of Preferred Stock or other securities or assets that 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 Company.

     

    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 Fractional Shares 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 (i) may be redeemed by the Company at its option at a
redemption price of $.001 per Right, payable, at the election of the Company, in
cash or shares of Common Stock or such other consideration as the Board of
Directors may determine, at any time prior to the earlier of the close of
business on (a) the tenth day following the first public announcement of the
occurrence of a Flip-In Event (as such time period may be extended or shortened
pursuant to the Rights Agreement) and (b) the Expiration Date (as such term is
defined in the Rights Agreement) or (ii) may be exchanged in whole or in
part for shares of Common Stock  and/or other equity securities of the
Company deemed to have the same value as shares of Common Stock, at any time
prior to a person’s becoming the beneficial owner of 50% or more of the shares
of Common Stock outstanding or the occurrence of a Flip-Over Event.

     

    No
fractional shares of Preferred Stock are required to be issued upon the exercise
of any Right or Rights evidenced hereby (other than, except as set forth above,
fractions that are integral multiples of a Fractional Share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts),
but in lieu thereof a cash payment may be made, as provided in the Rights
Agreement.

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    Dated as
of November 16, 2009

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            ATTEST:

                                          	 	U.S.
      CONCRETE, INC.
	 	 	 	 
	
                                              

                                          	 	By: 	
                                              

                                          
	Secretary 
      	 	 	Title: 
      
	 	 	 	 
	
                                            Countersigned:

                                          	 	 	 
      
	 	 	 	 
	
                                            AMERICAN
      STOCK TRANSFER & TRUST

                                            COMPANY,
      LLC

                                          	 	 	 
      
	 
      	 	 	 
      
	By	
                                             

                                          	 	 	 
      
	 	Authorized
      Signature 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    [Form of
Reverse Side of Rights Certificate]

     

    FORM
OF ASSIGNMENT

     

    (To be
executed by the registered holder if such holder desires

    to
transfer any Rights evidenced by the Rights Certificate.)

     

    FOR VALUE
RECEIVED ________________________________________ hereby sells, assigns and
transfers
unto __________________________________________________________________________________________________

     

    
      
        

      
(Please print name and address of transferee)

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

     

    Dated:
_________________, 20___

     

    
      
        	 
      	 
      	
                  

              
	 
      	 
      	
                Signature

              


      

    

     

    Signature
Guaranteed:

     

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

     

    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


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

     

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

     

    
      
        
          	

                  Dated:
      _____________, 20___ 

                	 
	
                   

                	
                  Signature

                


        

      

    

     

    Signature
Guaranteed:

     

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

     

    NOTICE

     

    The
signatures 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-5

        
          

        

      

      
         


      

    


    FORM
OF ELECTION TO PURCHASE

     

    (To be
executed if holder desires to exercise

    Rights
represented by the Rights Certificate.)

     

    To:           U.S.
CONCRETE, 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 that may be issuable upon the exercise of the Rights) and
requests that certificates for such shares (or other securities) 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:
____________, 20___

    
      
        	 
      	 
      	
                  

              
	 
      	 
      	
                Signature

              


      

    

     

    Signature
Guaranteed:

     

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

     

    
      
         


      

      
        B-6

        
          

        

      

      
         


      

    


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

     

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

     

    
      
        
          	

                  Dated:
      _____________, 20___

                	 
	
                   

                	
                  Signature

                


        

      

    

     

    Signature
Guaranteed:

     

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

     

    NOTICE

     

    The
signatures 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-7

        
          

        

      

      
         


      

    


    Exhibit
C

     

    Under
certain circumstances set forth in the Rights Agreement, Rights beneficially
owned by or transferred to any Person who is, was or becomes an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), and certain transferees thereof, will become null and void and will
no longer be transferable.

     

    SUMMARY
OF RIGHTS

     

    On
November 5, 2009, the Board of Directors of U.S. Concrete, Inc. (the “Company”)
declared a dividend of one right (“Right”) for each outstanding share of the
Company’s Common Stock, par value $.001 per share (“Common Stock”), to
stockholders of record at the close of business on November 16,
2009.  Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a “Fractional Share”)
of Series A Junior Participating Preferred Stock, par value $.001 per share (the
“Preferred Stock”), at a purchase price of $10.00 per Fractional Share, subject
to adjustment (the “Purchase Price”).  The description and terms of
the Rights are set forth in a Section 382 Rights Agreement dated as of November
5, 2009 as it may from time to time be supplemented or amended (the “Rights
Agreement”) between the Company and American Stock Transfer & Trust Company,
LLC, as Rights Agent.

     

    The Board
of Directors of the Company adopted the Rights Agreement in an effort to protect
stockholder value by attempting to protect against a possible limitation on the
Company’s ability to use its net operating loss carryforwards (the “NOLs”) to
reduce potential future federal income tax obligations. The Company has
experienced and continues to experience substantial operating losses, and under
the Internal Revenue Code of 1986, as amended (the “Code”), and rules
promulgated by the Internal Revenue Service, the Company may “carry forward”
these losses in certain circumstances to offset any current and future earnings
and thus reduce the Company’s federal income tax liability, subject to certain
requirements and restrictions. To the extent that the NOLs do not otherwise
become limited, the Company believes that it will be able to carry forward a
significant amount of NOLs, and therefore these NOLs could be a substantial
asset to the Company. However, if the Company experiences an “Ownership Change,”
as defined in Section 382 of the Code, its ability to use the NOLs will be
substantially limited, and the timing of the usage of the NOLs could be
substantially delayed, which could therefore significantly impair the value of
that asset.

     

    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    Initially,
the Rights will be attached to all certificates representing outstanding shares
of Common Stock, and no separate certificates for the Rights (“Rights
Certificates”) will be distributed.  The Rights will separate from the
Common Stock and a “Distribution Date” will occur, with certain exceptions, upon
the earlier of (i) ten days following 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 4.9% or more
of the outstanding shares of Company Securities (as defined in the Rights
Agreement) (the date of the announcement being the “Stock Acquisition Date”), or
(ii) ten business days following the commencement of a tender offer or
exchange offer that would result in a person’s becoming an Acquiring
Person.  In certain circumstances, the Distribution Date may be
deferred by the Board of Directors.  Certain inadvertent acquisitions
will not result in a person’s becoming an Acquiring Person if the person
promptly divests itself of sufficient Company Securities.  If at the
time of the adoption of the Rights Agreement, any person or group of affiliated
or associated persons is the beneficial owner of 4.9% or more of the outstanding
Company Securities, such person shall not become an Acquiring Person unless and
until certain increases in such person’s beneficial ownership occur or are
deemed to occur. The Board of Directors of the Company, in its sole discretion,
may exempt certain acquisitions of Company Securities from causing a person to
become an Acquiring Person.  Until the Distribution Date, (a) the
Rights will be evidenced by the Common Stock certificates (together with a copy
of this Summary of Rights or bearing the notation referred to below) and will be
transferred with and only with such Common Stock certificates, (b) new
Common Stock certificates issued after November 16, 2009 will contain a notation
incorporating the Rights Agreement by reference and (c) the surrender for
transfer of any certificate for Common Stock (with or without a copy of this
Summary of Rights) will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.

     

    The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on October 31, 2019, unless earlier redeemed or exchanged by
the Company as described below.

     

    As soon
as practicable after the Distribution Date, Rights Certificates will be mailed
to holders of record of Common Stock as of the close of business on the
Distribution Date and, from and after the Distribution Date, the separate Rights
Certificates alone will represent the Rights.  All shares of Common
Stock issued prior to the Distribution Date will be issued with
Rights.  Shares of Common Stock issued after the Distribution Date in
connection with certain employee benefit plans or upon conversion of certain
securities will be issued with Rights.  Except as otherwise determined
by the Board of Directors, no other shares of Common Stock issued after the
Distribution Date will be issued with Rights.

     

    In the
event (a “Flip-In Event”) that a person becomes an Acquiring Person (except
pursuant to a tender or exchange offer for all outstanding shares of Common
Stock at a price and on terms that a majority of the directors of the Company
who are not, and are not representatives, nominees, Affiliates or Associates of,
an Acquiring Person or the person making the offerdetermines to be fair to and
otherwise in the best interests of the Company and its stockholders (a
“Permitted Offer”)), each holder of a Right will thereafter have the right to
receive, upon exercise of such Right, a number of shares of Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a Current Market Price (as defined in the Rights Agreement) equal to two times
the exercise price of the Right.  Notwithstanding the foregoing,
following the occurrence of any Triggering Event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by or transferred to an Acquiring Person (or by certain related parties)
will be null and void in the circumstances set forth in the Rights Agreement.
However, Rights are not exercisable following the occurrence of any Flip-In
Event until such time as the Rights are no longer redeemable by the Company as
set forth below.

     

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    In the
event (a “Flip-Over Event”) that, at any time from and after the time an
Acquiring Person becomes such, (i) the Company is acquired in a merger or
other business combination transaction (other than certain mergers that follow a
Permitted Offer), or (ii) 50% or more of the Company’s assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the
Right.  Flip-In Events and Flip-Over Events are collectively referred
to as “Triggering Events.”

     

    The
number of outstanding Rights associated with a share of Common Stock, or the
number of Fractional Shares of Preferred Stock issuable upon exercise of a Right
and the Purchase Price, are subject to adjustment in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock occurring prior to the Distribution Date.  The Purchase Price
payable, and the number of Fractional Shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of certain
transactions affecting the Preferred Stock.

     

    With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase
Price.  No fractional shares of Preferred Stock that are not integral
multiples of a Fractional Share are required to be issued upon exercise of
Rights and, in lieu thereof, an adjustment in cash may be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.  Pursuant to the Rights Agreement, 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 will be issued.

     

    At any
time until ten days following the first date of public announcement of the
occurrence of a Flip-In Event, the Company may redeem the Rights in whole, but
not in part, at a price of $.001 per Right, payable, at the option of the
Company, in cash, shares of Common Stock or such other consideration as the
Board of Directors may determine.  After a person becomes an Acquiring
Person, the right of redemption is subject to certain limitations in the Rights
Agreement.  Immediately upon the effectiveness of the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.001
redemption price.  The Rights Plan does not prevent a stockholder from
conducting a proxy contest to remove and replace the Board with directors who
then vote to redeem the Rights, if such actions are taken prior to the time that
such stockholder becomes an Acquiring Person.

     

    At any
time after the occurrence of a Flip-In Event and prior to a person’s becoming
the beneficial owner of 50% or more of the shares of Common Stock then
outstanding or the occurrence of a Flip-Over Event, the Company may exchange the
Rights (other than Rights owned by an Acquiring Person or an affiliate or an
associate of an Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, and/or other equity
securities deemed to have the same value as one share of Common Stock, per
Right, subject to adjustment.

     

    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


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

     

    Other
than the redemption price, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company as long as the Rights are
redeemable.  Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no
amendment to lengthen the time period governing redemption shall be made at such
time as the Rights are not redeemable.

     

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


    
      
         


      

      
        C-4