CHINDEX
      INTERNATIONAL, INC.






and




AMERICAN
      STOCK TRANSFER &TRUST COMPANY






Rights
      Agent






_____________________






Rights
      Agreement




Dated
      as
      of June 7, 2007


















Table
      of Contents





Section
            Page1.  Certain
                Definitions
            12.  Appointment
                of Rights Agent
            53.  Issue
                of Right Certificates
            54.  Form
                of Right Certificates
            75.  Countersignature
                and Registration
            76.  Transfer,
                Split Up, Combination and Exchange of Right
                Certificates;
              Mutilated,
                Destroyed, Lost or Stolen Right
                Certificates
            87.  Exercise
                of Rights; Purchase Price; Expiration Date of
                Rights
            88.  Cancellation
                and Destruction of Right
                Certificates
            109.  Reservation
                and Availability of Preferred
                Shares
            1010.  Preferred
                Shares Record Date
            1211.  Adjustment
                of Purchase Price, Number and Kind of Shares or
                Number
              of
                Rights
            1212.  Certificate
                of Adjusted Purchase Price or Number of
                Shares
            1813.  Consolidation,
                Merger or Sale or Transfer of Assets or
                Earning Power
            1814.  Additional
                Covenants
            2115.  Fractional
                Rights and Fractional Shares
            2116.  Rights
                of Action
            2217.  Agreement
                of Rights Holders
            2318.  Right
                Certificate Holder Not Deemed a
                Stockholder
            2319.  Concerning
                the Rights Agent
            2420.  Merger
                or Consolidation or Change of Name of Rights
                Agent
            2421.  Duties
                of Rights Agent
            25





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Table
        of Contents
 (continued)
 
 Section
              Page22.  Change
                  of Rights Agent
              2623.  Issuance
                  of New Right Certificates
              2724.  Redemption
              2825.  Exchange
              2826.  Notice
                  of Certain Events
              2927.  Notices
              3028.  Supplements
                  and Amendments
              3129.  Successors
              3130.  Determinations
                  and Actions by the Board of Directors,
                  etc.
              3131.  Benefits
                  of this Agreement
              3232.  Severability
              3233.  Governing
                  Law
              3234.  Counterparts
              3235.  Descriptive
                  Headings
              32
  Exhibit
                  A -- Form of Certificate of
                  Designations
              A-1Exhibit B
                  -- Form of Right Certificate
              B-1Exhibit C --
                  Form of Summary of Rights
              C-1






ii
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RIGHTS
      AGREEMENT




RIGHTS
      AGREEMENT, dated as of June 7, 2007 (the “Agreement”), between Cindex
      International, Inc., a Delaware corporation (the “Company”), and American
      Stock Transfer & Trust Company, as Rights Agent (the “Rights
      Agent”).




WHEREAS,
      the Board of Directors has authorized and declared a dividend of (i) one Right
      (as such term is hereinafter defined) for each Common Share (as such term is
      hereinafter defined) outstanding as of the Close of Business (as such term
      is
      hereinafter defined) on June 14, 2007 (the “Record Date”) and (ii) one
      Right for each Class B Common Share (as such term is hereinafter defined)
      outstanding as of the Close of Business on the Record Date, and has authorized
      the issuance of one Right with respect to each Common Share, and one Right
      with
      respect to each Class B Common Share, that shall become outstanding between
      the
      Record Date and the earliest of the Distribution Date, the Redemption Date,
      the
      Exchange Date and the Final Expiration Date (as such terms are hereinafter
      defined), each Right representing the right to purchase one one-hundredth of
      a
      share of Series A Junior Participating Preferred Stock of the Company having
      the
      rights, powers and preferences set forth in the Certificate of Designations
      attached hereto as Exhibit A, upon the terms and subject to the conditions
      hereinafter set forth (the “Rights”).




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




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




(a)           “Acquiring
      Person” shall mean any Person (as such term is hereinafter defined) who or
      which, together with all Affiliates and Associates (as such terms are
      hereinafter defined) of such Person, shall be the Beneficial Owner (as such
      term
      is hereinafter defined) of 15% or more of the Common Shares then outstanding,
      but shall not include any Excluded Person (as such term is hereinafter
      defined).  Notwithstanding the foregoing, (i) no Person shall
      become an “Acquiring Person” solely as the result of an acquisition of
      Common Shares by the Company which, by reducing the number of shares
      outstanding, increases the proportionate number of shares beneficially owned
      by
      such Person to 15% or more of the Common Shares then outstanding;
provided, however, that if a Person becomes the Beneficial Owner
      of 15% or more of the Common Shares then outstanding by reason of share
      acquisitions by the Company and shall, after such share acquisitions, become
      the
      Beneficial Owner of any additional Common Shares (other than pursuant to a
      stock
      split or stock dividend by the Company to all holders of Common Shares), then
      such Person shall be deemed to be an “Acquiring Person”; and (ii) if
      the Board of Directors determines in good faith that a Person who would
      otherwise be an “Acquiring Person,” as defined pursuant to the foregoing
      provisions of this paragraph, has become such inadvertently, and such Person
      divests as promptly as practicable a sufficient number of Common Shares so
      that
      such Person would no longer be an “Acquiring Person,” as defined pursuant
      to the foregoing provisions of this paragraph, then such





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Person
      shall not be deemed to have become an
“Acquiring Person” for any purposes of this Agreement.




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




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




(i)           which
      such Person or any of such Person’s Affiliates or Associates beneficially owns,
      directly or indirectly, within the meaning of Rule 13d-3 or Rule 13d-5 of
      the General Rules and Regulations under the Exchange Act, as in effect on the
      date of this Agreement;




(ii)           which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has the right to acquire (whether such right is exercisable
      immediately or only after the passage of time) pursuant to any agreement,
      arrangement or understanding (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities), or upon the exercise of conversion rights, exchange
      rights, rights (other than these Rights), warrants or options, or otherwise;
      provided, however, that a Person shall not be deemed the
“Beneficial Owner” of, or to “beneficially own”, securities tendered
      pursuant to a tender or exchange offer made by or on behalf of such Person
      or
      any of such Person’s Affiliates or Associates until such tendered securities are
      accepted for purchase or exchange;




(iii)           which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has the right to vote or dispose of pursuant to any agreement,
      arrangement or understanding; provided, however, that a Person
      shall not be deemed the “Beneficial Owner” of, or to “beneficially
      own”, any security under this subparagraph (iii) as a result of an
      agreement, arrangement or understanding to vote such security if such agreement,
      arrangement or understanding (1) arises solely from a revocable proxy given
      to
      such Person in response to a public proxy or consent solicitation made pursuant
      to, and in accordance with, the applicable rules and regulations of the Exchange
      Act and (2) is not also then reportable on Schedule 13D under the Exchange
      Act (or any comparable or successor report); or




(iv)           which
      are beneficially owned, directly or indirectly, by any other Person (or any
      Affiliate or Associate thereof) with which such Person or any of such Person’s
      Affiliates or Associates has any agreement, arrangement or understanding (other
      than customary agreements with and between underwriters and selling group
      members with respect to a bona fide public offering of securities) for the
      purpose of acquiring, holding, voting (except pursuant to a





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revocable
      proxy as described in the proviso to subparagraph (iii) of this
      paragraph (c)) or disposing of any securities of the Company.




If
      a
      Person shall be deemed to be the Beneficial Owner of any securities which are
      not outstanding, such securities shall be deemed to be outstanding for purposes
      of determining the percentage of Common Shares beneficially owned by such
      Person.




(d)           “Board
      of Directors” has the meaning set forth in the recital of this
      Agreement.




(e)           “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.




(f)           “Class
      B Shares” means the shares of Class B Common Stock, par value $.01 per
      share, of the Company or any other shares of capital stock of the Company into
      which the Class B Shares are reclassified or changed (other than Common Shares
      issued upon conversion of the Class B Shares in accordance with the terms
      thereof).




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




(h)           “Common
      Shares” when used with reference to the Company (or without express
      reference to another Person) shall mean the shares of Common Stock, par value
      $.01 per share, of the Company, or any other shares of capital stock of the
      Company into which the Common Shares are reclassified or
      changed.  “Common Shares” when used with reference to any
      Person other than the Company shall mean the capital stock or other equity
      securities or equity or other beneficial interests of such Person with the
      greatest aggregate voting power.




(i)           “Common
      Stock Equivalent” shall mean a share, or fraction of a share, of Preferred
      Stock, par value $.01 per share (or any other authorized class of preferred
      stock), of the Company having dividend, voting, liquidation and other rights
      which result, in the judgment of the Board of Directors, in such share, or
      fraction of a share, being approximately equivalent in value to one Common Share
      as of the Event Date (as such term is hereinafter defined); provided,
however, that, if in the judgment of the Board of Directors there
      are not
      sufficient authorized but unissued shares of preferred stock available for
      the
      creation of Common Stock Equivalents, “Common Stock Equivalent” shall
      mean such cash, reduction in Purchase Price (as such term is hereinafter
      defined), other equity securities, debt securities, other assets or any
      combination of the foregoing, that the Board of Directors shall determine to
      be
      approximately equivalent in value to one Common Share as of the Event
      Date.  As used herein, “Event Date” shall mean (i) for
      purposes of any determination made pursuant to Section 11(a)(iii) hereof, the
      date of occurrence of the event described in Section 11(a)(ii) hereof and
      (ii) for purposes of any determination made pursuant to Section 25(c)
      hereof, the Exchange Date (as such term is hereinafter defined).




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





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(k)           “Exchange”
      shall have the meaning set forth in Section 25 hereof.




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




(m)           “Exchange
      Ratio” shall have the meaning set forth in Section 25
      hereof.




(n)           “Excluded
      Person” shall mean (i) the Company, (ii) any Subsidiary (as such term is
      hereinafter defined) of the Company, (iii) any employee benefit plan of the
      Company or of any Subsidiary of the Company, or any entity organized, appointed
      or established by the Company for or pursuant to the terms of any such plan,
      (iv) Roberta Lipson (or any Affiliate or Associate of Ms. Lipson), (v) Elyse
      Beth Silverberg (or any Affiliate or Associate of Ms. Silverberg), (vi) Lawrence
      Pemble (or any Affiliate or Associate of Mr. Pemble), or (vii) any other Person
      to whom Class B Shares may be transferred by Ms. Lipson, Ms. Silverberg or
      Mr.
      Pemble without conversion thereof into Common Shares, pursuant to Article FOURTH
      of the Company’s Amended and Restated Certificate of Incorporation.




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




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




(q)           “Preferred
      Shares” shall mean shares of Series A Junior Participating Preferred Stock,
      par value $.01 per share, of the Company.




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




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




(t)           “Record
      Date” shall have the meaning set forth in the recital of this
      Agreement.




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




(v)           “Redemption
      Price” shall have the meaning set forth in Section 24(a)
      hereof.




(w)           “Registered
      Common Shares” shall have the meaning set forth in Section 13(b)
      hereof.




(x)           “Rights
      Agent” shall have the meaning set forth in the recital of this
      Agreement.





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




(z)           
      “Rights” shall have the meaning set forth in the recital of this
      Agreement.




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




(bb)           “Share
      Acquisition Date” shall mean the first date of public announcement by the
      Company or an Acquiring Person that an Acquiring Person has become
      such.




(cc)           “Subsidiary”
      shall mean, with reference to any Person, any corporation or other entity of
      which a majority of the voting power of the voting equity securities or equity
      or other beneficial interests is owned, directly or indirectly, by such Person,
      or which is otherwise controlled by such Person.




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




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




Section
      2.              Appointment of Rights Agent.  The Company hereby
      appoints the Rights Agent to act as agent for the Company in accordance with
      the
      terms and conditions hereof, and the Rights Agent hereby accepts such
      appointment.  The Company may from time to time appoint such Co-Rights
      Agents as it may deem necessary or desirable upon ten (10) days’ prior written
      notice to the Rights Agent.  The Rights Agent shall have no duty to
      supervise, and shall in no event be liable for, the acts or omissions of any
      such Co-Rights Agent.




Section
      3.              Issue of Right Certificates.  (a) Until the earlier
      of (i) the Close of Business on the tenth day after the Share Acquisition Date
      or (ii) the Close of Business on the tenth business day (or such later day
      as
      may be determined by action of the Board of Directors prior to such time as
      any
      Person becomes an Acquiring Person) after the date that a tender or exchange
      offer by any Person is first published, sent or given within the meaning of
      Rule
      14d-2(a) of the General Rules and Regulations under the Exchange Act if, upon
      consummation thereof, such Person would be an Acquiring Person (the earlier
      of
      such dates, including any such date which is after the date of this Agreement
      and prior to the issuance of the Rights, being herein referred to as the
“Distribution Date”), (x) the Rights will be evidenced (subject to the
      provisions of paragraph (b) of this Section 3) by the certificates for Common
      Shares, and the certificates for Class B Shares, registered in the names of
      the
      holders thereof (which certificates shall also be deemed to be certificates
      for
      Rights) and not by separate certificates, and (y) the Rights will be
      transferable only in connection with the transfer of the underlying Common
      Shares or Class B Shares, as the case may be.  As soon as practicable
      after the Distribution Date, the Rights Agent will send, by first-class,
      insured, postage prepaid mail, to each record holder of Common Shares as of
      the
      Close of Business on the Distribution Date, and each record holder of Class
      B
      Shares as of the Close of Business on the Distribution Date, at the address
      of
      such holder





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shown
      on
      the records of the Company, one or more Right certificates, in substantially
      the
      form of Exhibit B hereto (the “Right Certificates”), evidencing one Right
      for each Common Share, and one Right for each Class B Share, so held, subject
      to
      adjustment as provided herein.  As of the Distribution Date, the
      Rights will be evidenced solely by such Right Certificates.




(b)           As
      promptly as practicable after the Record Date, the Company will send a copy
      of a
      Summary of Rights in substantially the form attached hereto as Exhibit C (the
      “Summary of Rights”), by first-class, postage prepaid mail, to each
      record holder of Common Shares as of the Close of Business on the Record Date,
      and each record holder of Class B Shares 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 the certificates for Common Shares
      outstanding as of the Record Date, until the Distribution Date, the Rights
      will
      be evidenced by such certificates for Common Shares together with a copy of
      the
      Summary of Rights, and the registered holders of Common Shares shall also be
      the
      registered holders of the associated Rights.  With respect to the
      certificates for Class B Shares outstanding as of the Record Date, until the
      Distribution Date, the Rights will be evidenced by such certificates for Class
      B
      Shares together with a copy of the Summary of Rights, and the registered holders
      of Class B Shares shall also be the registered holders of the associated
      Rights.  Until the Distribution Date (or the earliest of the
      Redemption Date, Exchange Date or Final Expiration Date), the surrender for
      transfer of any certificate for Common Shares or Class B Shares outstanding
      on
      the Record Date, with or without a copy of the Summary of Rights attached
      thereto, shall also constitute the transfer of the Rights associated with the
      Common Shares or Class B Shares represented by such certificate.




(c)           Rights
      shall be issued in respect of all Common Shares and all Class B Shares which
      become outstanding (including, without limitation, any shares that were
      previously reacquired as described in the last sentence of this paragraph (c))
      after the Record Date but prior to the earliest of the Distribution Date, the
      Redemption Date, the Exchange Date or the Final Expiration
      Date.  Certificates representing any such Common Shares or Class B
      Shares shall also be deemed to be certificates for Rights, and shall bear the
      following legend:




This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in the Rights Agreement between Chindex International, Inc. (the
      “Company”) and American Stock Transfer & Trust Company, dated as of
      June 7, 2007 (the “Rights Agreement”), the terms of which are hereby
      incorporated herein by reference and a copy of which is on file at the principal
      executive offices of the Company.  Under certain circumstances, as set
      forth in the Rights Agreement, such Rights will be evidenced by separate
      certificates and will no longer be evidenced by this certificate.  The
      Company will mail to the holder of this certificate a copy of the Rights
      Agreement without charge promptly after receipt of a written request
      therefor.  As described in the Rights Agreement, Rights beneficially
      owned by (i) an Acquiring Person or any Associate or Affiliate thereof (as
      such
      terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring
      Person (or of any such Associate or Affiliate) who becomes a transferee after
      the Acquiring Person becomes such or (iii) under certain circumstances, a
      transferee of an Acquiring Person (or of any such Associate or Affiliate) who
      becomes a transferee before or concurrently with the Acquiring Person becoming
      such, shall become null and void.





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With
      respect to such certificates containing the foregoing legend, until the earliest
      of the Distribution Date, the Redemption Date, the Exchange Date or the Final
      Expiration Date, the Rights associated with the Common Shares and Class B Shares
      represented by such certificates shall be evidenced by such certificates alone
      and the registered holders of Common Shares and Class B Shares shall also be
      the
      holders of the associated Rights, and the surrender for transfer of any such
      certificates shall also constitute the transfer of the Rights associated with
      the Common Shares or Class B Shares represented thereby.  In the event
      that the Company purchases or acquires any Common Shares or Class B Shares
      after
      the Record Date but prior to the Distribution Date (including, without
      limitation, any Class B Shares that are converted into Common Shares in
      accordance with their terms), any Rights associated with such purchased or
      acquired Common Shares or Class B Shares shall be deemed cancelled and retired
      so that the Company shall not be entitled to exercise any Rights associated
      with
      the Common Shares or Class B Shares which are no longer
      outstanding.




Section
      4.              Form of Right Certificates.  The Right Certificates
      (and the forms of election to purchase shares and of assignment to be printed
      on
      the reverse thereof) 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 on which the Rights may from time to time be listed, or to conform
      to
      usage.  Subject to the provisions of Section 11 and Section 23 hereof,
      the Right Certificates shall entitle the holders thereof to purchase such number
      of one one-hundredths of a Preferred Share as shall be set forth therein at
      the
      price per one one-hundredth of a share set forth therein (the “Purchase
      Price”), but the number of such shares and the Purchase Price shall be
      subject to adjustment as provided herein.




Section
      5.              Countersignature and Registration.




(a)           The
      Right Certificates shall be executed on behalf of the Company by its President
      or any Executive 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 or the Treasurer or
      an
      Assistant Treasurer of the Company, either manually or by facsimile
      signature.  The Right Certificates shall be manually countersigned by
      the Rights Agent 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 Right Certificates shall cease to be such officer of the
      Company before countersignature by the Rights Agent and issuance and delivery
      by
      the Company, such Right 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 Right Certificates had not ceased
      to
      be such officer of the Company; and any Right Certificate may be signed on
      behalf of the Company by any person who, at the actual date of the execution
      of
      such Right Certificate, shall be a proper officer of the Company to sign such
      Right Certificate, although at the date of the execution of this 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 one
      of
      its offices designated for such purpose, books for registration and





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transfer
      of the Right Certificates issued hereunder.  Such books shall show the
      names and addresses of the respective holders of the Right Certificates, the
      number of Rights evidenced on its face by each of the Right Certificates, the
      Certificate Number of each such Right Certificate and the date of each of the
      Right Certificates.




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




(a)           Subject
      to the provisions of Section 7(e) and Section 15 hereof, at any time after
      the
      Close of Business on the Distribution Date, and at or prior to the Close of
      Business on the earliest of the Redemption Date, the Exchange Date or the Final
      Expiration Date, any Right Certificate or Certificates may be transferred,
      split
      up, combined or exchanged for another Right Certificate or Right Certificates,
      entitling the registered holder to purchase a like number of Preferred Shares
      as
      the Right Certificate or Right Certificates surrendered then entitled such
      holder to purchase.  Any registered holder desiring to transfer, split
      up, combine or exchange any Right Certificate shall make such request in writing
      delivered to the Rights Agent, and shall surrender the Right Certificate or
      Right 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 Right Certificate or Right Certificates until the registered holder
      shall have properly completed and signed the certificate contained in the form
      of assignment set forth on the reverse side of each such Right Certificate
      and
      shall have provided such additional evidence of the identity of the Beneficial
      Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the
      Company shall reasonably request.  Thereupon the Rights Agent shall,
      subject to Section 7(e) and Section 15 hereof, countersign and deliver to the
      person entitled thereto a Right Certificate or Right Certificates, as the case
      may be, as so requested.  The Company may require payment of a sum
      sufficient to cover any tax or governmental charge that may be imposed in
      connection with any transfer, split up, combination or exchange of Right
      Certificates.




(b)           Upon
      receipt by the Company and the Rights Agent of evidence reasonably satisfactory
      to them of the loss, theft, destruction or mutilation of a Right Certificate,
      and, in case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to them, and, at the Company’s request, 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 Right Certificate
      if
      mutilated, the Company will execute and deliver a new Right Certificate of
      like
      tenor to the Rights Agent for delivery to the registered owner in lieu of the
      Right Certificate so lost, stolen, destroyed or mutilated.




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




(a)           The
      Rights shall not be exercisable prior to the Distribution Date.  The
      registered holder of any Right Certificate may exercise the Rights evidenced
      thereby (except as otherwise provided herein) in whole or in part at any time
      after the Distribution Date upon surrender of the Right Certificate, with the
      form of election to purchase on the reverse side thereof duly executed, to
      the
      Rights Agent at the principal office or offices of the Rights Agent designated
      for such purpose, together with payment of the Purchase Price for each
      one





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one-hundredth
      of a Preferred Share as to which the Rights are exercised, at or prior to the
      earliest of (i) the Close of Business on June 14, 2017 (the “Final Expiration
      Date”), (ii) the time at which the Rights are redeemed as provided in
      Section 24 hereof (the “Redemption Date”) or (iii) the time at which
      the Rights are exchanged as provided in Section 25 hereof (the “Exchange
      Date”).




(b)           The
      Purchase Price for each one one-hundredth of a Preferred Share pursuant to
      the
      exercise of a Right shall initially be $58, shall be subject to adjustment
      from
      time to time as provided in Sections 11 and 13 hereof and shall be payable
      in lawful money of the United States of America in accordance with paragraph
      (c)
      below.




(c)           Upon
      receipt of a Right Certificate representing exercisable Rights, with the form
      of
      election to purchase duly executed, accompanied by payment of the Purchase
      Price
      for the shares to be purchased as set forth below and an amount equal to any
      applicable transfer tax required to be paid by the holder of such Right
      Certificate in accordance with Section 9(e) hereof, the Rights Agent shall,
      subject to Section 21(j) hereof, thereupon promptly
      (i) (A) requisition from any transfer agent of the Preferred Shares
      (or make available, if the Rights Agent is the transfer agent for such shares)
      certificates for the number of Preferred Shares to be purchased and the Company
      hereby irrevocably authorizes its transfer agent to comply with all such
      requests, or (B) if the Company shall have elected to deposit the Preferred
      Shares issuable upon exercise of the Rights hereunder into a depositary,
      requisition from the depositary agent depositary receipts representing such
      number of one one-hundredths of a Preferred Share as are to be purchased (in
      which case certificates for the Preferred Shares 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
      issuance of fractional shares in accordance with Section 15 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 Right
      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 Right Certificate.  The
      payment of the Purchase Price shall be made in cash or by certified or bank
      official check or money order payable to the order of the Company.  In
      the event that the Company is obligated to issue other securities of the Company
      pursuant to Section 11(a) hereof, the Company will make all arrangements
      necessary so that such other securities are available for distribution by the
      Rights Agent, if and when necessary to comply with this Agreement.




(d)           In
      case the registered holder of any Right Certificate shall exercise less than
      all
      the Rights evidenced thereby, a new Right Certificate evidencing Rights
      equivalent to the Rights remaining unexercised shall be issued by the Rights
      Agent and delivered to the registered holder of such Right Certificate or to
      his
      duly authorized assigns, subject to the provisions of Sections 6 and 15
      hereof.




(e)           Notwithstanding
      anything in this Agreement to the contrary, from and after the occurrence of
      the
      event described in Section 11(a)(ii) hereof, any Rights beneficially owned
      by
      (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
      (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
      who becomes a transferee after the Acquiring Person becomes such, or (iii)
      a
      transferee of an Acquiring Person (or of any such Associate or Affiliate) who
      becomes a transferee prior to or





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concurrently
      with the Acquiring Person becoming such and receives such Rights pursuant to
      either (A) a transfer (whether or not for consideration) from the Acquiring
      Person to holders of equity interests in such Acquiring Person or to any Person
      with whom the Acquiring Person has any continuing agreement, arrangement or
      understanding regarding the transferred Rights or (B) a transfer which a
      majority of the Board of Directors has determined is part of a plan, agreement,
      arrangement or understanding which has as a primary purpose or effect the
      avoidance of this Section 7(e), shall become null and void without any further
      action and no holder of such Rights shall have any rights whatsoever with
      respect to such Rights, whether under any provision of this Agreement or
      otherwise.  No Right Certificate shall be issued pursuant to Section 3
      hereof that represents Rights beneficially owned by an Acquiring Person whose
      Rights would be void pursuant to the preceding sentence or any Associate or
      Affiliate thereof and no Right Certificate shall be issued at any time upon
      the
      transfer of any Rights to an Acquiring Person whose Rights would be void
      pursuant to the preceding sentence or any Associate or Affiliate thereof or
      to
      any nominee of such Acquiring Person, Associate or Affiliate.  Any
      Right Certificate delivered to the Rights Agent for transfer to any of the
      foregoing Persons, or which represents void Rights, shall be
      cancelled.  The Company shall use reasonable efforts to effect
      compliance with the provisions of this Section 7(e), but shall have no liability
      to any holder of Right 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.




(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 transfer as set forth in Section
      6
      hereof or exercise as set forth in this Section 7 unless such registered holder
      shall have (i) properly completed and signed the certificate contained in the
      form of assignment or election to purchase set forth on the reverse side of
      the
      Right Certificate surrendered for such assignment or 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 Right
      Certificates.  All Right Certificates surrendered for the
      purpose of exercise, transfer, split up, combination or exchange shall, if
      surrendered to the Company or to any of its agents, be delivered to the Rights
      Agent for cancellation or in cancelled form, or, if surrendered to the Rights
      Agent, shall be cancelled by it, and no Right 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 Right Certificate purchased or acquired by the Company otherwise
      than
      upon the exercise thereof.  The Rights Agent shall deliver all
      cancelled Right Certificates to the Company, or shall, at the written request
      of
      the Company, destroy such cancelled Right Certificates, and in such case shall
      deliver a certificate of destruction thereof to the Company.




Section
      9.              Reservation and Availability of Preferred Shares.




(a)           The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued Preferred Shares and/or
      any





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authorized
      and issued Preferred Shares held in its treasury, the number of Preferred Shares
      that will be sufficient to permit the exercise in full of all outstanding
      Rights.




(b)           The
      Company shall use its best efforts to cause, from and after such time as the
      Rights become exercisable, all Preferred Shares issued or reserved for issuance
      to be listed, upon official notice of issuance, upon the principal national
      securities exchange, if any, upon which the Common Shares are
      listed.




(c)           The
      Company shall use its best efforts to (i) file, as soon as practicable following
      the earliest date after the occurrence of the event described in
      Section 11(a)(ii) hereof on which the consideration to be delivered by the
      Company has been determined in accordance with Section 11(a)(ii) or 11(a)(iii)
      hereof, as the case may be, a registration statement under the Securities Act
      with respect to the securities purchasable upon exercise of the Rights on an
      appropriate form, (ii) cause such registration statement to become effective
      as
      soon as practicable after such filing, and (iii) subject to Section 25 hereof,
      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 Final 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 ninety (90) days after the date described in clause (i)
      of
      the first sentence of this Section 9(c), the exercisability of the Rights in
      order to prepare and file such registration statement and permit it to become
      effective.  Upon any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has been temporarily
      suspended, as well as a public announcement at such time as the suspension
      is no
      longer in effect.  In addition, if the Company shall determine that a
      registration statement is required following the Distribution Date but prior
      to
      the occurrence of the event described in Section 11(a)(ii) hereof, the Company
      may temporarily suspend the exercisability of the Rights until such time as
      a
      registration statement has been declared effective.  Notwithstanding
      any provision of this Agreement to the contrary, the Rights shall not be
      exercisable in any jurisdiction if the requisite qualification in such
      jurisdiction shall not have been obtained, the exercise thereof shall not be
      permitted under applicable law or the requisite 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 Preferred Shares 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 shares.




(e)           The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all federal and state transfer taxes and charges which may be payable in
      respect of the issuance or delivery of the Right Certificates and of any
      certificates or depositary receipts for Preferred Shares upon the exercise
      of
      Rights.  The Company shall not, however, be required to pay any
      transfer tax which may be payable in respect of any transfer or delivery of
      Right Certificates to a person other than, or the issuance or delivery of
      certificates or depositary receipts for Preferred Shares in a name other than
      that of, the registered holder of the Right Certificates evidencing Rights
      surrendered for exercise or to issue or deliver any certificates or





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depositary
      receipts for Preferred Shares in a name other than that of the registered holder
      upon the exercise of any Rights until any such tax shall have been paid (any
      such tax being payable by the holder of such Right Certificate at the time
      of
      surrender)  or until it has been established to the Company’s
      satisfaction that no such tax is due.




Section
      10.           Preferred Shares Record Date.  Each person in whose
      name any certificate for Preferred Shares is issued upon the exercise of Rights
      shall for all purposes be deemed to have become the holder of record of the
      Preferred Shares represented thereby on, and such certificate shall be dated,
      the date upon which the Right 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 transfer books of the Company
      with respect to the Preferred Shares are closed, such person shall be deemed
      to
      have become the record holder of such shares on, and such certificate shall
      be
      dated, the next succeeding Business Day on which the transfer books of the
      Company for the Preferred Shares are open.




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




(a)           (i)           In
      the event the Company shall, at any time after the date of this Agreement,
      (A)
      declare a dividend on the Preferred Shares payable in Preferred Shares, (B)
      subdivide the outstanding Preferred Shares into a greater number of shares,
      (C)
      combine the outstanding Preferred Shares into a smaller number of shares or
      (D)
      issue any shares of its capital stock in a reclassification of the Preferred
      Shares (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 in 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 Preferred Shares or shares of capital stock, as the
      case
      may be, issuable on such date, shall be proportionately adjusted so that the
      holder of any Right exercised after such time shall be entitled to receive
      the
      aggregate number and kind of Preferred Shares or shares of capital stock, as
      the
      case may be, which he would have owned immediately after such dividend,
      subdivision, combination or reclassification if he had exercised such Right
      immediately prior to such date and at a time when the transfer books of the
      Company for the Preferred Shares were open.




(ii)           Subject
      to Sections 11(a)(iii) and 25 hereof, in the event that any Person shall become
      an Acquiring Person, then proper provision shall be made so that each holder
      of
      a Right, except as provided in Section 7(e) hereof, shall thereafter have a
      right to receive, upon exercise thereof at a price equal to the then current
      Purchase Price multiplied by the number of one one-hundredths
      of a
      Preferred Share for which a Right is then exercisable, in accordance with the
      terms of this Agreement and in lieu of Preferred Shares, such number of
      Common





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Shares
      as
      shall equal the result obtained by (x) multiplying the then current Purchase
      Price by the then number of one one-hundredths of a Preferred Share for which
      a
      Right is then exercisable and (y) dividing that product by 50% of the current
      market price (determined pursuant to Section 11(d)(i) hereof) per Common Share
      on the date such Person became an Acquiring Person.




(iii)           Subject
      to Section 25 hereof, in the event that the number of Common Shares which are
      authorized by the Company’s Certificate of Incorporation but not outstanding or
      reserved for issuance for purposes other than upon exercise of the Rights are
      not sufficient to permit the exercise in full of the Rights in accordance with
      the foregoing subparagraph (ii), the Rights shall not be exercisable for Common
      Shares, but proper provision shall be made so that each holder of a Right,
      except as provided in Section 7(e) hereof, shall thereafter have a right to
      receive, upon exercise thereof in accordance with the terms of this Agreement
      at
      the price determined pursuant to the foregoing subparagraph (ii), such number
      of
      Common Stock Equivalents (or, in the judgment of the Board of Directors, such
      combination of Common Stock Equivalents and Common Shares) as shall equal the
      number of Common Shares determined pursuant to the foregoing subparagraph
      (ii).




(b)           In
      case the Company shall fix a record date for the issuance of rights, options
      or
      warrants to all holders of Preferred Shares entitling them to subscribe for
      or
      purchase (for a period expiring within 45 calendar days after such record date)
      Preferred Shares (or shares having the same rights, privileges and preferences
      as the Preferred Shares (“equivalent preferred shares”)) or securities
      convertible into Preferred Shares or equivalent preferred shares at a price
      per
      Preferred Share or equivalent preferred share (or having a conversion price
      per
      share, if a security convertible into Preferred Shares or equivalent preferred
      shares) less than the current market price (as determined pursuant to Section
      11(d)(ii) hereof) per Preferred Share 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 Preferred Shares outstanding
      on
      such record date, plus the number of Preferred Shares which the aggregate
      offering price of the total number of Preferred Shares so to be offered and/or
      equivalent preferred shares 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
      Preferred Shares outstanding on such record date, plus the number of additional
      Preferred Shares and/or equivalent preferred shares 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 in a consideration part or all of which shall be in a form other
      than cash, the value of such consideration shall be as determined in good faith
      by the Board of Directors, whose determination shall be described in a statement
      filed with the Rights Agent and shall be conclusive for all
      purposes.  Preferred Shares owned by or held for the account of the
      Company shall not be deemed outstanding for the purpose of any such
      computation.  Such adjustment shall be made successively whenever such
      a record date is fixed; and in the event that such rights or warrants are not
      so
      issued, the Purchase Price shall be adjusted to be the Purchase Price which
      would then be in effect if such record date had not been fixed.





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(c)           In
      case the Company shall fix a record date for a distribution to all holders
      of
      Preferred Shares (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), assets, stock (other than a dividend payable in Preferred
      Shares) or subscription rights, options or warrants (excluding those referred
      to
      in or excluded pursuant to Section 11(b) hereof), the Purchase Price to be
      in
      effect after such record date shall be determined by multiplying the Purchase
      Price in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the current market price (as determined pursuant
      to
      Section 11(d)(ii) hereof) per one one-hundredth of a Preferred Share on such
      record date, less the fair market value (as determined in  good faith
      by the Board of Directors, whose determination shall be described in a statement
      filed with the Rights Agent and shall be conclusive for all purposes) of the
      portion of the cash, assets, stock or evidences of indebtedness so to be
      distributed or of such subscription rights, options or warrants applicable
      to
      one one-hundredth of a Preferred Share and the denominator of which shall be
      such current market price (as determined pursuant to Section 11(d)(ii) hereof)
      per one one-hundredth of a Preferred Share.  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 again be adjusted
      to
      be the Purchase Price which would then be in effect if such record date had
      not
      been fixed.




(d)           (i)           For
      the purposes of any computation hereunder, the “current market price” per
      Common Share on any date shall be deemed to be the average of the daily closing
      prices per Common Share for the 30 consecutive Trading Days (as such term is
      hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current market price per Common
      Share
      is determined during a period following the announcement by the issuer of such
      Common Shares of (A) a dividend or distribution on such Common Shares payable
      in
      such Common Shares or securities convertible into such Common Shares (other
      than
      the Rights) or (B) any subdivision, combination or reclassification of such
      Common Shares and prior to the expiration of 30 Trading Days after the
      ex-dividend date for such dividend or distribution, or the record date for
      such
      subdivision, combination or reclassification, then, and in each such case,
      the
“current market price” shall be appropriately adjusted to take into account
      ex-dividend trading.  The closing price for each day shall be the last
      sale price, regular way, or, in case no such sale takes place on such day,
      the
      average of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed or admitted to trading on the New York Stock Exchange
      or,
      if the Common Shares are not listed or admitted to trading on the New York
      Stock
      Exchange, as reported in the principal consolidated transaction reporting system
      with respect to securities listed on the principal national securities exchange
      on which the Common Shares are listed or admitted to trading or, if the Common
      Shares are not listed or admitted to trading on any national securities
      exchange, the last quoted price or, if not so quoted, the average of the high
      bid and low asked prices in the over-the-counter market, as reported by the
      system then in use, or, if on any such date the Common Shares are not so quoted,
      the average of the closing bid and asked prices as furnished by a professional
      market maker making a market in





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the
      Common Shares selected by the Board of Directors.  If on any such date
      no market maker is making a market in the Common Shares, the fair value of
      such
      shares on such date as determined in good faith by the Board of Directors shall
      be used and shall be conclusive for all purposes. The term “Trading Day”
shall mean a day on which the principal national securities exchange
      on which
      the Common Shares are listed or admitted to trading is open for the transaction
      of business or, if the Common Shares are not listed or admitted to trading
      on
      any national securities exchange, a Business Day.  If the Common
      Shares are 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, whose determination shall be described in
      a
      statement filed with the Rights Agent and shall be conclusive for all
      purposes.




(ii)           For
      the purpose of any computation hereunder, the “current market price” per
      Preferred Share shall be determined in the same manner as set forth above for
      the Common Shares in subparagraph (i) of this Section 11(d) (other than the
      last
      sentence thereof).  If the current market price per Preferred Share
      cannot be determined in the manner provided above or if the Preferred Shares
      are
      not publicly held or listed or traded in a manner described in subparagraph
      (i)
      of this Section 11(d), the “current market price” per Preferred Share
      shall be conclusively deemed to be an amount equal to 100 times the current
      market price per Common Share (as appropriately adjusted for such events as
      stock splits, stock dividends and recapitalizations with respect to the Common
      Shares occurring after the date of this Agreement). If neither the Common Shares
      nor the Preferred Shares are publicly held or so listed or traded, “current
      market price” per Preferred Share shall mean the fair value per share as
      determined in good faith by the Board of Directors, whose determination shall
      be
      described in a statement filed with the Rights Agent and shall be conclusive
      for
      all purposes.




(e)           Anything
      herein to the contrary notwithstanding, no adjustment in the Purchase Price
      shall be required unless such adjustment would require an increase or decrease
      of at least 1% in such price; provided, however, that any
      adjustments which by reason of this Section 11(e) are not required to be made
      shall be carried forward and taken into account in any subsequent
      adjustment.  All calculations under this Section 11 shall be made to
      the nearest cent or to the nearest ten-thousandth of a Common Share or other
      share or one-millionth of a Preferred Share, as the case may
      be.  Notwithstanding the first sentence of this Section 11(e), any
      adjustment required by this Section 11 shall be made no later than the earlier
      of (i) three (3) years from the date of the transaction which requires such
      adjustment or (ii) the date of the expiration of the right to exercise any
      Rights.




(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 any shares of capital stock other than Preferred Shares, thereafter
      the
      number of such other shares so receivable upon exercise of any Right 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





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Preferred
      Shares contained in this Section 11 and the provisions of Sections 6, 7, 9,
      10,
      13 and 15 with respect to the Preferred Shares shall apply on like terms to
      any
      such other shares.




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




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




(i)           The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in substitution for any adjustment in the number
      of Preferred Shares purchasable upon the exercise of a Right.  Each of
      the Rights outstanding after such adjustment in the number of Rights shall
      be
      exercisable for the number of one one-hundredths of a Preferred Share for which
      a Right was exercisable immediately prior to such adjustment.  Each
      Right held of record prior to such adjustment of the number of Rights shall
      become that number of Rights (calculated to the nearest one ten-thousandth)
      obtained by dividing the Purchase Price in effect immediately prior to
      adjustment of the Purchase Price by the Purchase Price in effect immediately
      after adjustment of the Purchase Price.  The Company shall make a
      public announcement 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 Right Certificates
      have been issued, shall be at least ten (10) days later than the date of the
      public announcement.




If
      Right
      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 Right Certificates on such
      record date Right Certificates evidencing, subject to Section 15 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 Right
      Certificates held by such holders prior to the date of adjustment, and upon
      surrender thereof, if required by the Company, new Right Certificates evidencing
      all the Rights to which such holder shall be entitled after such adjustment.
      Right 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 Right Certificates on the record date specified
      in
      the public announcement.





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(j)           Irrespective
      of any adjustment or change in the Purchase Price or the number of one
      one-hundredths of a Preferred Share issuable upon the exercise of the Rights,
      the Right Certificates theretofore and thereafter issued may continue to express
      the Purchase Price per one one-hundredth of a share and the number of shares
      which were expressed in the initial Right Certificates issued
      hereunder.




(k)           Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below one one-hundredth of the then par value, if any, of the Preferred Shares
      issuable upon exercise of the Rights, the Company shall take any corporate
      action which may, in the opinion of its counsel, be necessary in order that
      the
      Company may validly and legally issue fully paid and nonassessable Preferred
      Shares at such adjusted Purchase Price.




(l)           In
      any case in which this Section 11 shall require that an adjustment in the
      Purchase Price be made effective as of a record date for a specified event,
      the
      Company may elect to defer until the occurrence of such event the issuing to
      the
      holder of any Right exercised after such record date of the Preferred Shares
      and
      other capital stock or securities of the Company, if any, issuable upon such
      exercise over and above the Preferred Shares 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 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
      it
      in its sole discretion shall determine to be advisable in order that any
      consolidation or subdivision of the Preferred Shares, issuance wholly for cash
      of any of the Preferred Shares at less than the current market price, issuance
      wholly for cash of Preferred Shares or securities which by their terms are
      convertible into or exchangeable for Preferred Shares, stock dividends or
      issuance of rights, options or warrants referred to hereinabove in this Section
      11, hereafter made by the Company to holders of its Preferred Shares shall
      not
      be taxable to such stockholders.




(n)           In
      the event that any time after the date of this Agreement and prior to the
      Distribution Date, the Company shall (i) declare or pay any dividend on the
      Common Shares or Class B Shares payable in Common Shares or Class B Shares,
      as
      the case may be, (ii) effect a subdivision, combination or consolidation of
      the
      Common Shares or Class B Shares (by reclassification or otherwise than by
      payment of dividends in Common Shares or Class B Shares, as the case may be)
      into a greater or lesser number of Common Shares or Class B Shares, as the
      case
      may be, then in any such case (i) the number of one one-hundredths of a
      Preferred Share purchasable after such event upon proper exercise of each Right
      shall be determined by multiplying the number of one one-hundredths of a
      Preferred Share so purchasable immediately prior to such event by a fraction,
      the numerator of which is the number of Common Shares or Class B Shares, as
      the
      case may be, outstanding immediately before such event and the denominator
      of
      which is the number of Common Shares or Class B Shares, as the case may be,
      outstanding immediately after such event, and (ii) each Common Share or Class
      B
      Share, as the case may be, outstanding immediately after such event shall have
      issued with respect to it that





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number
      of
      Rights which each Common Share or Class B Shares, as the case may be,
      outstanding immediately prior to such event had issued with respect to
      it.  The adjustments provided for in this Section 11(n) shall be made
      successively whenever such a dividend is declared or paid or such a subdivision,
      combination or consolidation is effected.




Section
      12.            Certificate of Adjusted Purchase Price or Number
      of
      Shares.  Whenever an adjustment is made as provided in
      Sections 11 and/or 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 Shares, the Common Shares and the Class
      B
      Shares a copy of such certificate and (c) mail a brief summary thereof to each
      holder of a Right Certificate (or, if prior to the Distribution Date, to each
      holder of a certificate representing Common Shares or Class B Shares) in
      accordance with Section 27 hereof.  The Rights Agent shall be fully
      protected in relying on any such certificate and on any adjustment therein
      contained.




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




(a)           In
      the event that, following the Share Acquisition Date, (x) the Company, directly
      or indirectly, 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, directly or indirectly, shall
      consolidate with, or merge with and 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
      Common Shares shall be changed into or exchanged for stock or other securities
      of any other Person (or of the Company) or cash or any other property, or (z)
      the Company, directly or indirectly, shall sell or otherwise transfer (or one
      or
      more of its Subsidiaries, directly or indirectly, shall sell or otherwise
      transfer), in one or more transactions, assets or earning power aggregating
      more
      than 50% of the assets or earning power of the Company and its Subsidiaries
      (taken as a whole) to any Person or Persons (other than the Company or one
      or
      more wholly owned Subsidiaries of the Company), then, and in each such case,
      proper provision shall be made so that (i) each holder of a Right (except as
      otherwise provided herein) shall thereafter have the right to receive, upon
      the
      exercise thereof at a price equal to the then current Purchase Price multiplied
      by the number of one one-hundredths of a Preferred Share for which a Right
      is
      then exercisable (without taking into account any adjustment previously made
      pursuant to Section 11(a)(ii) or 11(a)(iii) hereof), in accordance with the
      terms of this Agreement, such number of validly authorized and issued, fully
      paid, nonassessable  and freely tradeable Common Shares of the
      Principal Party (as hereinafter defined), free and clear of any liens,
      encumbrances and other adverse claims and not subject to any rights of call
      or
      first refusal, as shall be equal to the result obtained by (1) multiplying
      the
      then current Purchase Price by the number of one one-hundredths of a Preferred
      Share for which a Right is then exercisable (without taking into account any
      adjustment previously made pursuant to Section 11(a)(ii) or 11(a)(iii) hereof)
      and (2) dividing that product by 50% of the current market price (determined
      pursuant to Section 11(d)(i) hereof) per Common Share of the Principal Party
      on
      the date of consummation of such consolidation, merger, sale or transfer; (ii)
      such Principal Party shall thereafter be liable for, and shall assume, by virtue
      of such consolidation, merger, sale or transfer, all the obligations and duties
      of the Company pursuant to this Agreement; (iii) except for purposes of Section
      1(f)





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hereof,
      the term “Company” shall thereafter be deemed to refer to such Principal Party;
      (iv) such Principal Party shall take such steps (including, but not limited
      to,
      the reservation of a sufficient number of its Common Shares) 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 Common Shares thereafter deliverable upon the exercise
      of
      the Rights; provided, however, that, upon the subsequent
      occurrence of any merger, consolidation, sale of all or substantially all of
      the
      assets, recapitalization, reclassification of shares, reorganization or other
      extraordinary transaction in respect of such Principal Party, each holder of
      a
      Right (except as otherwise provided herein) shall thereupon be entitled to
      receive, upon exercise of a Right and payment of the Purchase Price, such cash,
      shares, rights, warrants and other property which such holder would have been
      entitled to receive had he, at the time of such transaction, owned the Common
      Shares of the Principal Party purchasable upon the exercise of a Right (after
      giving effect to the foregoing provisions of this Section 13(a)), and such
      Principal Party shall take such steps (including, but not limited to,
      reservation of shares of stock) as may be necessary to permit the subsequent
      exercise of the Rights in accordance with the terms hereof for such cash,
      shares, rights, warrants and other property and (v) the provisions of Sections
      11(a)(ii) and 11(a)(iii) hereof shall be of no effect following the occurrence
      of any event described in clauses (x), (y) and (z) of this Section
      13(a).




(b)           “Principal
      Party” shall mean




(i)           in
      the case of any merger described in clause (x) or (y) of Section 13(a), any
      Person that is the issuer of any securities into which Common Shares of the
      Company are converted in such merger, and if no securities are so issued, any
      Person that is a party to such merger that survives the merger;




(ii)           in
      the case of any consolidation described in clause (x) or (y) of Section 13(a),
      any Person that directly controls, alone or with other Persons, a corporation
      that is consolidating with the Company; and




(iii)           in
      the case of any transaction or transactions described in clause (z) of Section
      13(a), any Person that receives any assets or earning power transferred pursuant
      to such transaction or transactions;




provided,
      however, that with respect to such Person (or, if there is more than one
      such Person, with respect to each such Person), (1) if the Common Shares of
      such
      Person are not at such time and have not been continuously over the preceding
      twelve (12) month period registered under Section 12 of the Exchange Act
      (“Registered Common Shares”), or such Common Shares are deregistered as a
      consequence of any merger described in Section 13(a) hereof, or such Person
      is
      not a corporation, and such Person is (or, upon consummation of any merger
      described in Section 13(a) hereof, becomes) a direct or indirect Subsidiary
      of
      another Person which has Registered Common Shares outstanding, “Principal
      Party” shall refer to such other Person; (2) if the Common Shares of such
      Person are not Registered Common Shares, or such Common Shares are deregistered
      as a consequence of any merger described in Section 13(a) hereof, or such Person
      is not a corporation, and such Person is (or, upon consummation of any merger
      described in Section 13(a) hereof, becomes) a direct or indirect Subsidiary
      of
      another Person but is not a direct or indirect Subsidiary of another Person
      which has Registered Common Shares





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outstanding,
      “Principal Party” shall refer to the ultimate parent entity of such
      first-mentioned Person; (3) if the Common Shares of such Person are not
      Registered Common Shares, or such Common Shares are deregistered as a
      consequence of any merger described in Section 13(a) hereof, or such Person
      is
      not a corporation, and such Person is (or, upon consummation of any merger
      described in Section 13(a) hereof, becomes) directly or indirectly controlled
      by
      more than one Person, and one or more of such latter Persons have Registered
      Common Shares outstanding, “Principal Party” shall refer to whichever of
      such latter Persons is the issuer of outstanding Registered Common Shares having
      the greatest aggregate current market value (determined pursuant to Section
      11(d)(i) hereof); or (4) if the Common Shares of such Person are not Registered
      Common Shares, or such Common Shares are deregistered as a consequence of any
      merger described in Section 13(a) hereof, or such Person is not a corporation,
      and such Person is (or, upon consummation of any merger described in Section
      13(a) hereof, becomes) directly or indirectly controlled by more than one
      Person, and none of such latter Persons have Registered Common Shares
      outstanding, “Principal Party” shall refer to whichever ultimate parent
      entity is the entity having the greatest net assets;




provided,
      further, however, that if under the foregoing provisions of this
      Section 13(b) there shall for any reason be more than one Principal Party,
      “Principal Party” shall refer to whichever of such Persons is the issuer
      of outstanding Registered Common Shares having the greatest aggregate current
      market value (determined pursuant to Section 11(d)(i) hereof) or, if none of
      such Persons has Registered Common Shares outstanding, whichever of such Persons
      is the entity having the greatest net assets.




(c)           Notwithstanding
      anything herein to the contrary, if the Principal Party as determined pursuant
      to paragraph (b) above is not a corporation, proper provision shall be made
      so
      that such Principal Party shall create or otherwise make available for purposes
      of the exercise of the Rights in accordance with the terms of this Agreement,
      a
      type or types of securities having a fair market value (as determined by a
      nationally recognized investment banking firm selected by the Board of
      Directors) equal to at least the value of the Common Shares which each holder
      of
      a Right would have been entitled to receive if such Principal Party had been
      a
      corporation.




(d)           The
      Company shall not consummate any such consolidation, merger, sale or transfer
      unless (1) at the time of and after such consummation the Principal Party shall
      have a sufficient number of authorized Common Shares which have not been issued
      or reserved for issuance to permit the exercise in full of the Rights in
      accordance with this Section 13 and (2) prior to such consummation the Company
      and such Principal Party shall have executed and delivered to the Rights Agent
      a
      supplemental agreement providing for the terms set forth in this Section 13
      and
      further providing that, as soon as practicable after the date of any
      consolidation, merger or sale or transfer of assets mentioned in paragraph
      (a)
      of this Section 13, the Principal Party 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





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requirements
      of the Securities Act) until the Final Expiration Date, and similarly comply
      with applicable state securities or “blue sky” laws; and




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




Section
      14.            Additional Covenants.




(a)           Except
      as expressly provided herein, no adjustment to the Purchase Price, the number
      of
      Preferred Shares or other securities for which a Right is exercisable or the
      number of Rights outstanding (except as permitted by Section 24 or Section
      25
      hereof) or any similar adjustment shall be made or be effective if such
      adjustment would have the effect of reducing or limiting the benefits the
      holders of the Rights would have had absent such adjustment, including, without
      limitation, the benefits under Section 11(a)(ii) and Section 13 hereof, unless
      the terms of this Agreement are amended so as to preserve such
      benefits.




(b)           The
      Company covenants and agrees that, following the Share Acquisition Date, except
      as permitted by Section 25 hereof, it shall not, directly or indirectly, take
      any action the purpose or effect of which is to eliminate or otherwise diminish
      in any material respect the benefits intended to be afforded by the
      Rights.




(c)           The
      Company covenants and agrees that, following the Share Acquisition Date, it
      shall not consummate any of the transactions described in clauses (x), (y)
      and
      (z) of Section 13(a) hereof if (i) at the time of or after such consummation
      there are or would be any charter or by-law provisions or any rights, warrants
      or other instruments or securities outstanding or agreements in effect (whether
      of the Company or any other Person) or any other action taken (whether by the
      Company or any other Person) the purpose or effect of which is to eliminate
      or
      otherwise diminish in any material respect the benefits intended to be afforded
      by the Rights or (ii) the stockholders of the  Principal Party shall
      have received, either prior to, simultaneously with, or after the consummation
      of such transaction, a distribution of Rights previously owned by the Principal
      Party or any of its Affiliates and Associates.




(d)           The
      Company further covenants and agrees that, following the Share Acquisition
      Date,
      it shall not consummate any of the transactions described in clauses (x), (y)
      and (z) of Section 13(a) hereof unless prior thereto the Company and the
      Principal Party shall have executed and delivered to the Rights Agent a
      supplemental agreement evidencing compliance with paragraph (c) above and
      further providing that the Principal Party covenants and agrees that it shall
      not, directly or indirectly, take any action the purpose or effect of which
      is
      to eliminate or otherwise diminish in any material respect the benefits intended
      to be afforded by the Rights.  The provisions of this paragraph (d)
      and paragraph (c) above shall similarly apply to successive mergers,
      consolidations, sales or other transfers.




Section
      15.            Fractional Rights and Fractional
      Shares.  (a)  The Company shall not be required to
      issue fractions of Rights or to distribute Right Certificates which evidence
      fractional Rights.  In lieu of such fractional Rights, there shall be
      paid to the registered holders of





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the
      Right
      Certificates with regard to which such fractional Rights would otherwise be
      issuable, an amount in cash equal to the same fraction of the current market
      value of a whole Right.  For the purposes of this Section 15(a), the
      current market value of a whole Right shall be the closing price of the Rights
      for the Trading Day immediately prior to the date on which such fractional
      Rights would have been otherwise issuable.  The closing price of the
      Rights for any day shall be the last sale price, regular way, or, in case no
      such sale takes place on such day, the average of the closing bid and asked
      prices, regular way, in either case as reported in the principal consolidated
      transaction reporting system with respect to securities listed or admitted
      to
      trading on the New York Stock Exchange or, if the Rights are not listed or
      admitted to trading on the New York Stock Exchange, as reported in the principal
      consolidated transaction reporting system with respect to securities listed
      on
      the principal national securities exchange on which the Rights are listed or
      admitted to trading or, if the Rights are not listed or admitted to trading
      on
      any national securities exchange, the last quoted price or, if not so quoted,
      the average of the high bid and low asked prices in the over-the-counter market,
      as reported by the system then in use or, if on any such date the Rights are
      not
      so quoted, the average of the closing bid and asked prices as furnished by
      a
      professional market maker making a market in the Rights selected by the Board
      of
      Directors.  If on any such date no such market maker is making a
      market in the Rights the fair value of the Rights on such date as determined
      in
      good faith by the Board of Directors shall be used and shall be conclusive
      for
      all purposes.




(b)           The
      Company shall not be required to issue fractions of Preferred Shares (other
      than
      fractions which are integral multiples of one one-hundredth of a Preferred
      Share) upon exercise of the Rights or to distribute certificates which evidence
      fractional Preferred Shares (other than fractions which are integral multiples
      of one one-hundredth of a Preferred Share).  Fractions of Preferred
      Shares in integral multiples of one one-hundredth of a Preferred Share may,
      at
      the election of the Company, 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 Preferred Shares represented by such
      depositary receipts.  In lieu of fractional Preferred Shares that are
      not integral multiples of one one-hundredth of a Preferred Share, the Company
      may pay to the registered holders of Right Certificates at the time such Rights
      are exercised as herein provided an amount in cash equal to the same fraction
      of
      the current market value of one one-hundredth of a Preferred
      Share.  For purposes of this Section 15(b), the current market value
      of one one-hundredth of a Preferred Share shall be one one-hundredth of the
      closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii)
      hereof) for the Trading Day immediately prior to the date of such
      exercise.




(c)           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 15.




Section
      16.            Rights of Action.  All rights of action in respect
      of this Agreement are vested in the respective registered holders of the Right
      Certificates (and, prior to the Distribution Date, the registered holders of
      the
      Common Shares and the registered holders of the Class B Shares); and any
      registered holder of any Right Certificate (or, prior to the Distribution Date,
      of any of the Common Shares and/or Class B Shares), without the consent of
      the
      Rights





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Agent
      or
      of the holder of any other Right Certificate (or, prior to the Distribution
      Date, of any of the Common Shares and/or Class B Shares), 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 Right
      Certificate in the manner provided in such Right 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 will be entitled to specific performance of the obligations under, and
      injunctive relief against actual or threatened violations of the obligations
      of
      any Person subject to, this Agreement.




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




(a)           prior
      to the Distribution Date, the Rights will be transferable only in connection
      with the transfer of the Common Shares and/or Class B Shares;




(b)           after
      the Distribution Date, the Right Certificates will be transferable only on
      the
      registry books of the Rights Agent if surrendered at the office or offices
      of
      the Rights Agent designated for such purposes, duly endorsed or accompanied
      by a
      proper instrument of transfer;




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




(d)           notwithstanding
      anything in this Agreement to the contrary, neither the Company nor the Rights
      Agent shall have any liability to any holder of a Right or other Person as
      a
      result of its inability to perform any of its obligations under this Agreement
      by reason of any preliminary or permanent injunction or other order, decree
      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
      18.            Right Certificate Holder Not Deemed a
      Stockholder.  No holder, as such, of any Right Certificate
      shall be entitled to vote, receive dividends or be deemed for any purpose the
      holder of the Preferred Shares or any other securities of the Company which
      may
      at any time be issuable on the exercise of the Rights represented thereby,
      nor
      shall anything contained herein or in any Right Certificate be construed to
      confer upon the holder of any Right





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Certificate,
      as such, any of the rights of a stockholder of the Company or any right to
      vote
      for the election of directors or upon any matter submitted to stockholders
      at
      any meeting thereof, or to give or withhold consent to any corporate action,
      or
      to receive notice of meetings or other actions affecting stockholders (except
      as
      provided in Section 26 hereof), or to receive dividends or subscription rights,
      or otherwise, until the Right or Rights evidenced by such Right Certificate
      shall have been exercised in accordance with the provisions hereof.




Section
      19.            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 other disbursements
      incurred in the administration and execution of this Agreement and the exercise
      and performance of its duties hereunder.  The Company also agrees to
      indemnify the Rights Agent for, and to hold it harmless against, any loss,
      liability, or expense, incurred without gross 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 hereunder.  In no case will the Rights Agent be liable for
      special, indirect, incidental or consequential loss or damages of any kind
      whatsoever (including, but not limited to, lost profits), even if the Rights
      Agent has been advised of the possibility of such damages.  The
      indemnity provided under this Section 19 shall survive the termination of this
      Agreement and the exercise or expiration of the Rights.




(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 Right Certificate or
      certificate for any of the Common Shares or Class B Shares or for other
      securities of the Company, instrument of assignment or transfer, power of
      attorney, endorsement, affidavit, letter, notice, direction, instruction,
      consent, certificate, statement, or other paper or document believed by it
      to be
      genuine and to be signed, executed and, where necessary, verified or
      acknowledged, by the proper person or persons.




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




(a)           Any
      Person into which the Rights Agent or any successor Rights Agent may be merged
      with 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 Person 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 that such Person would be eligible for appointment as a successor
      Rights Agent under the provisions of Section 22 hereof.  In case at
      the time such successor Rights Agent shall succeed to the agency created by
      this
      Agreement, any of the Right Certificates shall have been countersigned but
      not
      delivered, any such successor Rights Agent may adopt the countersignature of
      the
      predecessor Rights Agent and deliver such Right Certificates so countersigned;
      and in case at such time any of the Right Certificates shall not have been
      countersigned, any successor Rights Agent may countersign such Right
      Certificates either in the name of the predecessor Rights Agent or in the name
      of the successor Rights Agent;





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




Section
      21.            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 Right
      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 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 any one of the President, an Executive Vice President,
      the
      Treasurer or the Secretary of the Company and delivered to the Rights Agent;
      and
      such certificate shall be full authorization to the Rights Agent for any action
      taken or suffered in good faith by it under the provisions of this Agreement
      in
      reliance upon such certificate.




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




(d)           The
      Rights Agent shall not be liable for or by reason of any of the statements
      of
      fact or recitals contained in this Agreement or in the Right Certificates or
      be
      required to verify the same (except as to its countersignature thereof), 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
      Right 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 Right Certificate; nor shall it be responsible
      for
      any adjustment required under the provisions of Sections 11 or 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





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Rights
      evidenced by Right Certificates after actual notice of any such adjustment);
      nor
      shall it by any act hereunder be deemed to make any representation or warranty
      as to the authorization or reservation of any Common Shares or Preferred Shares
      to be issued pursuant to this Agreement or any Right Certificate or as to
      whether any Common Shares or Preferred Shares 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 any one of the
      President, an Executive Vice President, the Secretary or the Treasurer of the
      Company, and to apply to such officers for advice or instructions in connection
      with its duties, and it shall not be liable for any action taken or suffered
      to
      be taken by it in good faith in accordance with instructions of any such
      officer.




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




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




(j)           If,
      with respect to any Right 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 any item therein, the Rights Agent shall
      not take any further action with respect to such requested exercise or transfer
      without first consulting with the Company.




Section
      22.            Change of Rights Agent.  The Rights Agent or any
      successor Rights Agent may resign and be discharged from its duties under this
      Agreement upon thirty (30) days’ notice in writing mailed to the Company and, if
      instructed by the Company, to each transfer agent of the Common Shares, Class
      B
      Shares and Preferred Shares by registered or certified mail, and, at the expense
      of the Company, to the holders of the Right Certificates by first-class
      mail.  In the event the transfer agency relationship in effect between
      the Company and the Rights Agent terminates, the Rights Agent will be deemed
      to
      resign automatically on the effective date of such termination; and any required
      notice will be sent by the Company.  The Company may remove the Rights
      Agent or any successor Rights Agent upon thirty (30) days’





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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 Shares, Class B Shares and
      Preferred Shares by registered or certified mail, and to the holders of the
      Right Certificates by first-class mail.  If the Rights Agent shall
      resign or be removed or shall otherwise become incapable of acting, the Company
      shall appoint a successor to the Rights Agent.  If the Company shall
      fail to make such appointment within a period of thirty (30) days after giving
      notice of such removal or after it has been notified in writing of such
      resignation or incapacity by the resigning or incapacitated Rights Agent or
      by
      the holder of a Right Certificate (who shall, with such notice, submit his
      Right
      Certificate for inspection by the Company), then the registered holder of any
      Right 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 Person organized
      and doing business under the laws of the United States or any State of the
      United States, in good standing, having a principal office in the State of
      New
      York, 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 (or whose Affiliate has) at the time of such Person’s
      appointment as Rights Agent a combined capital and surplus of at least $100
      million.  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 or conveyance, and perform any other 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 Shares, Class
      B
      Shares and the Preferred Shares, and mail a notice thereof in writing to the
      registered holders of the Right Certificates.  Failure to give any
      notice provided for in this Section 22, however, or any defect therein, shall
      not affect the legality or validity of the resignation or removal of the Rights
      Agent or the appointment of the successor Rights Agent, as the case may
      be.




Section
      23.            Issuance of New Right Certificates.  Notwithstanding
      any of the provisions of this Agreement or of the Rights to the contrary, the
      Company may, at its option, issue new Right 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/or the number or kind or class of shares
      or
      other securities or property purchasable under the Right Certificates made
      in
      accordance with the provisions of this Agreement.  In addition, in
      connection with the issuance or sale of Common Shares or Class B Shares
      following the Distribution Date and prior to the earliest of the Redemption
      Date, the Exchange Date and the Final Expiration Date, the Company (a) shall,
      with respect to Common Shares or Class B Shares so issued or sold pursuant
      to
      the exercise of stock options, or pursuant to the terms of other awards under
      any employee or director benefit plan or arrangement, outstanding, granted
      or
      awarded as of the Distribution Date, or upon the exercise, conversion or
      exchange of securities issued by the Company prior to such date, and (b) may,
      in
      any other case, if deemed necessary or appropriate by a majority of the Board
      of
      Directors, issue Right Certificates representing the appropriate number of
      Rights in connection with such issuance or sale; provided,
however, that (i) no such Right 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 Right Certificates would be issued and (ii)
      no such Right Certificate shall





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be
      issued
      if, and to the extent that, appropriate adjustment shall otherwise have been
      made in lieu of the issuance thereof.




Section
      24.            Redemption.  (a)  The Board of Directors
      may, at its option, at any time prior to such time as any Person becomes an
      Acquiring Person, redeem all but not less than all the then outstanding Rights
      at a redemption price of $.01 per Right, appropriately adjusted to reflect
      any
      stock split, stock dividend, reclassification or similar transaction occurring
      after the date hereof (such redemption price being hereinafter referred to
      as
      the “Redemption Price”).  The redemption of the Rights may be
      made effective at such time, on such basis and with such conditions as the
      Board
      of Directors in its sole discretion may establish.  Without limiting
      the generality of the foregoing, the Company may, at its option, pay the
      Redemption Price in cash, Common Shares (based on the “current market
      price,” as defined in Section 11(d)(i) hereof, of the Common Shares at the
      time of redemption) or any other form of consideration deemed appropriate by
      the
      Board of Directors.




(b)           Immediately
      upon the action of the Board of Directors ordering the redemption of the Rights
      (or at such later time as the Board of Directors may establish for the
      effectiveness of such redemption), 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.  The Company shall promptly give public notice of any such
      redemption; provided, however, that the failure to give or any
      defect in such notice shall not affect the validity of such
      redemption.  Within ten (10) days after the action of the Board of
      Directors ordering the redemption of the Rights, the Company shall give notice
      of such redemption to the Rights Agent and the holders of the then outstanding
      Rights by mailing such notice to the Rights Agent and to all such holders at
      their last address as it appears upon the registry books of the Rights Agent
      or,
      prior to the Distribution Date, on the registry books of the transfer agent
      for
      the Common Shares and Class B Shares.  Any notice which is mailed in
      the manner herein provided shall be deemed given, whether or not the holder
      receives the notice.  Each such notice of redemption will state the
      method by which the payment of the Redemption Price will be made.




(c)           Neither
      the Company nor any of its Subsidiaries may redeem, acquire or purchase for
      value any Rights at any time in any manner except (i) pursuant to a redemption
      in accordance with this Section 24 or an exchange pursuant to Section 25 hereof
      or (ii) in connection with the purchase or other acquisition of Common Shares
      or
      Class B Shares prior to the Distribution Date (including, without limitation,
      any Class B Shares that are converted into Common Shares in accordance with
      their terms).




Section
      25.            Exchange.




(a)           Subject
      to paragraph (c) of this Section 25, the Board of Directors may, at its option,
      at any time following such time as any Person becomes an Acquiring Person,
      exchange all but not less than all 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 Common Shares at an exchange ratio of
      one
      Common Share per Right, appropriately adjusted to reflect any stock split,
      stock
      dividend, reclassification or similar transaction occurring after the date
      hereof (such exchange being hereinafter referred to as the “Exchange” and
      such exchange





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ratio
      being hereinafter referred to as the “Exchange
      Ratio”).  Notwithstanding the foregoing, the Board of Directors
      shall not be empowered to effect the Exchange at any time after any Person
      (other than any Excluded Person), together with all Affiliates and Associates
      of
      such Person, becomes the Beneficial Owner of Common Shares aggregating 50%
      or
      more of the Common Shares then outstanding.




(b)           Immediately
      upon the action of the Board of Directors authorizing the Exchange, and without
      any further action and without any notice, the right to exercise the Rights
      shall terminate and the only right thereafter of a holder of Rights included
      in
      the Exchange shall be to receive that number of Common Shares equal to the
      number of Rights held by such holder multiplied by the Exchange
      Ratio.  The Company shall promptly give public notice of the Exchange;
provided, however, that the failure to give or any defect in such
      notice shall not affect the validity of the Exchange.  Within ten (10)
      days after the effectiveness of the Exchange pursuant to the first sentence
      of
      this Section 25(b), the Company shall mail a notice of Exchange to the
      Rights Agent and the holders of such Rights at their last addresses as they
      appear upon the registry books of the Rights Agent.  Any notice which
      is mailed in the manner herein provided shall be deemed given whether or not
      the
      holder receives the notice.  Each such notice of Exchange will state
      the method by which the Exchange will be effected.




(c)           In
      the event that the number of Common Shares which are authorized by the Company’s
      Certificate of Incorporation but not outstanding or reserved for issuance for
      purposes other than upon exercise of the Rights are not sufficient to permit
      the
      Exchange, the Exchange Ratio shall equal one Common Stock Equivalent (in lieu
      of
      one Common Share) per Right.  Alternatively, the Board of Directors
      may, at its option, determine that the Company shall (i) issue Common
      Shares in the Exchange to the extent Common Shares are available and
      (ii) utilize Common Stock Equivalents in the Exchange as provided above to
      the extent Common Shares are not available, in which case such Common Shares
      shall be allocated on such basis as the Board of Directors determines pursuant
      to Section 30 hereof.




(d)           The
      Company shall not be required to issue fractions of Common Shares or to
      distribute certificates which evidence fractional Common Shares.  In
      lieu of such fractional shares, there shall be paid to the registered holders
      of
      the Right Certificates with regard to which such fractional shares would
      otherwise be issuable, an amount in cash equal to the same fraction of the
      current market value of one Common Share.  For the purposes of this
      paragraph (d), the current market value of one Common Share shall be the closing
      price of a Common Share (as determined pursuant to Section 11(d)(i) hereof)
      for
      the Trading Day immediately prior to the Exchange Date.




Section
      26.            Notice of Certain Events.




(a)           In
      case the Company shall propose, at any time after the Distribution Date, (i)
      to
      pay any dividend payable in stock of any class to the holders of Preferred
      Shares or to make any other distribution to the holders of Preferred Shares
      (other than a regular quarterly cash dividend), (ii) to offer to the holders
      of
      Preferred Shares rights, options or warrants to subscribe for or to purchase
      any
      additional Preferred Shares at less than the current market price of the
      Preferred Shares, or shares of stock of any class or any other securities,
      rights or options, (iii) to effect any reclassification of its Preferred
      Shares (other than a reclassification





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involving
      only the subdivision of outstanding Preferred Shares), (iv) to effect any
      consolidation or merger into or with, or to effect any sale or other transfer
      (or to permit one or more of its Subsidiaries to effect any sale or other
      transfer), in one or more transactions, of more than 50% of the assets or
      earning power of the Company and its Subsidiaries (taken as a whole) to, any
      other Person or Persons, or (v) to effect the liquidation, dissolution or
      winding up of the Company, then, in each such case, the Company shall give
      to
      each holder of a Right Certificate, in accordance with Section 27 hereof, a
      notice of such proposed action, which shall specify the record date for the
      purposes of such stock dividend, or distribution of rights, options or warrants,
      or the date on which such reclassification, consolidation, merger, sale,
      transfer, liquidation, dissolution, or winding up is to take place and the
      date
      of participation therein by the holders of the Preferred Shares, if any such
      date is to be fixed, and such notice shall be so given in the case of any action
      covered by clause (i) or (ii) above at least twenty (20) days prior to the
      record date for determining holders of the Preferred Shares for purposes of
      such
      action, and in the case of any such other action, at least twenty (20) days
      prior to the date of the taking of such proposed action or the date of
      participation therein by the holders of the Preferred Shares, whichever shall
      be
      the earlier.




(b)           In
      case the event set forth in Section 11(a)(ii) of this Agreement shall occur,
      then (i) the Company shall as soon as practicable thereafter give to each holder
      of a Right Certificate, in accordance with Section 27 hereof, a notice of the
      occurrence of such event, which shall specify the event and the consequences
      of
      the event to holders of Rights under Section 11(a)(ii) hereof and (ii) all
      references in the preceding paragraph to Preferred Shares shall thereafter
      be
      deemed to refer to Common Shares or, if appropriate, to Common Stock
      Equivalents.




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




Chindex
        International, Inc.
 7201
        Wisconsin Avenue
 Bethesda,
        Maryland 20814
 Attn:  Lawrence
        Pemble
 Facsimile:
        (301) 215-7719
  Subject
      to the provisions of Section 22 hereof, any notice or demand authorized by
      this
      Agreement to be given or made by the Company or by the holder of any Right
      Certificate to or on the Rights Agent shall be sufficiently given or made if
      sent by first-class mail, postage prepaid, or by facsimile transmission,
      addressed as follows (until another address or facsimile number is filed in
      writing with the Company):





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American
      Stock Transfer & Trust Company


59
      Maiden
      Lane


New
        York,
        NY 10038


Attn:  Office
        of the General Counsel
 Facsimile:  (718)
        921-8116




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




Section
      28.            Supplements and Amendments.  Prior to the Share
      Acquisition Date, and subject to the last sentence of this Section 28, the
      Company and the Rights Agent shall, if the Company so directs, supplement or
      amend any provision of this Agreement, whether or not adverse to the holders
      of
      Rights, without any approval of the holders of Rights.  From and after
      the Share Acquisition Date, and subject to the last sentence of this Section
      28,
      the Company and the Rights Agent may from time to time supplement or amend
      this
      Agreement without any approval of the holders of Rights in order (i) to cure
      any
      ambiguity, (ii) to correct or supplement any provision contained herein which
      may be defective or inconsistent with any other provisions herein, or (iii)
      to
      change or supplement the provisions herein to effectuate the purposes of this
      Agreement, or to make any other provisions with respect to the Rights, which,
      in
      either such case, shall not materially adversely affect the interests of the
      holders of Rights (other than Acquiring Persons and Affiliates or Associates
      thereof).  Upon the delivery of a certificate from an appropriate
      officer of the Company which states that the proposed supplement or amendment
      is
      in compliance with the terms of this Section 28, 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 which affects the Rights Agent’s own rights, duties, liabilities or
      obligations under this Agreement.  Notwithstanding anything contained
      in this Agreement to the contrary, no supplement or amendment shall be made
      which decreases the Redemption Price.




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




Section
      30.            Determinations and Actions by the Board of Directors,
      etc.  The Board of Directors 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 or to the Company, or as may
      be
      necessary or advisable in the administration of this Agreement, including,
      without limitation, the right and power to (i) interpret the provisions of
      this
      Agreement, and (ii) make all determinations deemed necessary or advisable for
      the administration of this Agreement (including a determination to redeem or
      not
      to redeem the Rights pursuant to Section 24 hereof, to exchange or not to
      exchange the Rights pursuant to Section 25 hereof or to supplement or amend
      this
      Agreement).  All such actions, calculations, interpretations and
      determinations (including, for purpose of clause (y) below, all omissions with
      respect to the foregoing) which are done or made by the Board of Directors
      in
      good faith, shall





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(x)
      be
      final, conclusive and binding on the Company, the Rights Agent, the holders
      of
      the Rights and all other parties, and (y) not subject the Board of Directors
      to
      any liability to the holders of the Rights.




Section
      31.            Benefits of this Agreement.  Nothing in this
      Agreement shall be construed to give to any Person other than the Company,
      the
      Rights Agent and the registered holders of the Right Certificates (and, prior
      to
      the Distribution Date, the Common Shares and Class B Shares) 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 Right Certificates (and, prior to the Distribution
      Date, the Common Shares and Class B Shares).




Section
      32.            Severability.  If any term, provision, covenant or
      restriction of this Agreement is held by a court of competent jurisdiction
      or
      other authority to be invalid, void or unenforceable, the remainder of the
      terms, provisions, covenants and restrictions of this Agreement shall remain
      in
      full force and effect and shall in no way be affected, impaired or
      invalidated.




Section
      33.            Governing Law.  This Agreement and each Right
      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
      to
      be made and performed entirely within such State.




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




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




[Signature
      page follows]





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




CHINDEX
                INTERNATIONAL, INC.By:
            /s/
                Lawrence
                PembleName:
            Lawrence
                PembleTitle:
            Chief
                Financial Officer





AMERICAN
                STOCK TRANSFER & TRUST COMPANYBy:
            /s/
              Herbert J.
              LemmerName:
            Herbert
                J. LemmerTitle:
            Vice
                President








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EXHIBIT A
      TO RIGHTS AGREEMENT




FORM
      OF


CERTIFICATE
      OF DESIGNATIONS


OF


SERIES
      A
      JUNIOR PARTICIPATING PREFERRED STOCK


OF


CHINDEX
      INTERNATIONAL, INC.




CHINDEX
      INTERNATIONAL, INC., a corporation organized and existing under the General
      Corporation Law of the State of Delaware (the “Corporation”),




DOES
      HEREBY CERTIFY:




That
      pursuant to authority conferred upon the Board of Directors by the Certificate
      of Incorporation of the Corporation, and pursuant to the provisions of
      Sections 141 and 151 of the General Corporation Law of the State of
      Delaware, said Board of Directors, at a meeting duly called and held on June
      4,
      2007, duly adopted a resolution providing for the issuance of one series of
      the
      Corporation’s Preferred Stock, $.01 par value, to be designated
“Series A Junior Participating Preferred Stock,” and fixing the
      designation, powers, preferences and relative, participating, optional or other
      rights, and the qualifications, limitations or restrictions thereof, which
      resolution is as follows:




RESOLVED,
      that pursuant and subject to the provisions of Article FOURTH of the
      Amended and Restated Certificate of Incorporation of the Corporation, there
      is
      hereby established a series of Preferred Stock to which the following provisions
      shall be applicable:




Series
      A Junior Participating Preferred Stock




1.           Designation.  The
      series shall be designated as “Series A Junior Participating Preferred
      Stock” (hereinafter “this Series”).




2.           Number.  The
      number of shares of this Series authorized to be issued
      is 110,000.  Such number may be increased or decreased by
      resolution of the Board of Directors; provided, however, that no
      decrease shall reduce the number of shares of this Series to a number less
      than
      that of the shares then outstanding.




3.           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 this Series with respect to
      dividends, the holders of shares of this Series shall be entitled to receive,
      when, as and if declared by the Board of Directors out of funds legally
      available therefor, quarterly dividends payable in cash on the last day of
      March, June, September and December in each year (each such date being referred
      to herein as a “Quarterly Dividend Payment Date”) commencing on the first
      Quarterly Dividend





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Payment
      Date after the first issuance of a share or fraction of a share of this Series,
      in an amount per share (rounded to the nearest cent) equal to the greater of
      (a) $1.00 or (b) subject to the provision for adjustment hereinafter
      set forth, 100 times the aggregate per share amount of all cash dividends,
      and
      100 times the aggregate per share amount (payable in kind) of all non-cash
      dividends or other distributions (other than a dividend payable in shares of
      Common Stock or a subdivision of the outstanding shares of Common Stock by
      reclassification or otherwise), declared on the Common Stock, par value $.01
      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 this Series.  In the event the Corporation
      shall at any time after June 14, 2007 declare or pay any dividend on the Common
      Stock payable in shares of Common Stock, or effect a subdivision or combination
      of the outstanding shares of Common Stock (by reclassification or otherwise
      than
      by payment of a dividend in shares of Common Stock) into a greater or lesser
      number of shares of Common Stock, then in each such case the amount to which
      holders of shares of this Series were entitled immediately prior to such event
      under clause (b) of the preceding sentence shall be adjusted by multiplying
      such amount by a fraction the numerator of which is the number of shares of
      Common Stock outstanding immediately after such event and the denominator of
      which is the number of shares of Common Stock that were outstanding immediately
      prior to such event.




(B)           The
      Corporation shall declare a dividend or distribution on this Series as provided
      in paragraph (A) of this Section immediately after it declares a dividend
      or distribution on the Common Stock (other than a dividend payable in shares
      of
      Common Stock); provided, however, 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 this Series shall
      nevertheless be payable on such subsequent Quarterly Dividend Payment
      Date.




(C)           Dividends
      shall begin to accrue and be cumulative on outstanding shares of this Series
      from the Quarterly Dividend Payment Date next preceding the date of issue of
      such  shares of this Series, 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
      this Series 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 this Series 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 this Series entitled
      to receive payment of a dividend or distribution declared thereon, which record
      date shall be no more than 60 days prior to the date fixed for the payment
      thereof.




4.           Liquidation,
      Dissolution or Winding Up.  In the event of any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation (a
“Liquidation”), no distribution shall be made (x) to the holders of
      Common Stock or any other shares of stock





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ranking
      junior (either as to dividends or upon Liquidation) to this Series unless,
      prior
      thereto, the holders of shares of this Series shall have received an amount
      per
      share equal to the greater of (i) $100, plus an amount equal to accrued and
      unpaid dividends and distributions thereon, whether or not declared, to the
      date
      of such payment, or (ii) subject to the provision for adjustment hereinafter
      set
      forth, 100 times the aggregate amount to be distributed per share to holders
      of
      Common Stock, or (y) to the holders of stock ranking on a parity (either as
      to dividends or upon Liquidation) with this Series, except distributions made
      ratably on this Series and all other such parity stock in proportion to the
      total amounts to which the holders of all such shares are entitled upon such
      Liquidation.  In the event the Corporation shall at any time after
      June 14, 2007 declare or pay any dividend on the Common Stock payable in shares
      of Common Stock, or effect a subdivision or combination of the outstanding
      shares of Common Stock (by reclassification or otherwise than by payment of
      a
      dividend in shares of Common Stock) into a greater or lesser number of shares
      of
      Common Stock, then in each such case the aggregate amount to which holders
      of
      shares of this Series were entitled immediately prior to such event under
      clause (ii) of clause (x) of the preceding sentence shall be adjusted
      by multiplying such amount by a fraction the numerator of which is the number
      of
      shares of Common Stock outstanding immediately after such event and the
      denominator of which is the number of shares of Common Stock that were
      outstanding immediately prior to such event.




For
      purposes of this Certificate, the voluntary sale, lease, exchange or transfer
      (for cash, shares of stock, securities or other consideration) of all or
      substantially all of the property or assets of the Corporation to, or a
      consolidation or merger of the Corporation with, one or more corporations shall
      not be deemed to be a Liquidation.




5.           Redemption.  The
      shares of this Series shall not be redeemable.




6.           Voting
      Rights.  The holders of shares of this Series shall have the
      following voting rights:




(A)           Subject
      to the provision for adjustment hereinafter set forth, each share of this Series
      shall entitle the holder thereof to 100 votes on all matters submitted to a
      vote
      of the Common stockholders of the Corporation.  In the event the
      Corporation shall at any time after June 14, 2007 declare or pay any dividend
      on
      the Common Stock payable in shares of Common Stock, or effect a subdivision
      or
      combination of the outstanding shares of Common Stock (by reclassification
      or
      otherwise than by payment of a dividend in shares of Common Stock) into a
      greater or lesser number of shares of Common Stock, then in each such case
      the
      number of votes per share to which holders of shares of this Series were
      entitled immediately prior to such event shall be adjusted by multiplying such
      number by a fraction the numerator of which is the number of shares of Common
      Stock outstanding immediately after such event and the denominator of which
      is
      the number of shares of Common Stock that were outstanding immediately prior
      to
      such event.




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





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(C)           (i)           If
      at any time dividends on any shares of this Series shall be in arrears in an
      amount equal to six full quarterly dividends thereon, the holders of this Series
      and all other series of Preferred Stock (in each case to the extent then
      entitled pursuant to the terms of such series), voting together as one class,
      shall have the exclusive and special right to elect two directors of the
      Corporation, and the number of directors constituting the Board of Directors
      of
      the Corporation shall be increased by two (if not previously increased in
      connection with the right of other series of Preferred Stock entitled to vote
      together with this Series to elect directors of the Corporation) for such
      purpose.




(ii)           Whenever
      any such right of the holders of this Series shall have vested, such right
      may
      be exercised initially either at a special meeting of the holders of this Series
      and all other series so entitled to vote, if any, called as hereinafter
      provided, or at any annual meeting of stockholders, and thereafter at annual
      meetings of stockholders.  The right of the holders of this Series
      voting separately as a class with such other series to elect members of the
      Board of Directors of the Corporation as aforesaid shall continue until such
      time as all dividends accrued on all shares of this Series shall have been
      paid
      in full, or declared and set apart for payment, at which time the special right
      of the holders of this Series so to vote separately as a class with such other
      series for the election of directors shall terminate, subject to revesting
      in
      the event of each and every subsequent occurrence of an arrearage specified
      in
      subparagraph (C)(i) above.




(iii)           At
      any time when such special voting power shall have vested in the holders of
      this
      Series as provided in the preceding subparagraph (C)(i), the proper officer
      of
      the Corporation shall, upon the written request of the holders of record of
      at
      least 10% of the then outstanding voting power of shares of this Series and
      all
      other series entitled to vote in the election of such directors addressed to
      the
      Secretary of the Corporation, call a special meeting of the holders of this
      Series for the purpose of electing directors pursuant to this paragraph
      (C).  Such meeting shall be held at the earliest practicable
      date.  If such meeting shall not be called by the proper officer of
      the Corporation within twenty days after personal service of such written
      request upon the Secretary of the Corporation, or within twenty days after
      mailing the same within the United States of America, by registered mail
      addressed to the Secretary of the Corporation at its principal office, then
      the
      holders of record of at least 10% of the then outstanding voting power of shares
      of this Series and all other series entitled to vote in the election of such
      directors may designate in writing one of their number to call such meeting
      at
      the expense of the Corporation, and such meeting may be called by such person
      so
      designated by giving the notice required for annual meetings of
      stockholders.  Any holder of this Series so designated shall have
      access to the stock books of the Corporation for the purpose of causing meetings
      of stockholders to be called pursuant to these
      provisions.  Notwithstanding the provisions of this subparagraph
      (C)(iii), no such special meeting shall be called during the period within
      ninety days immediately preceding the date fixed for the next annual meeting
      of
      stockholders.





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(iv)           At
      any meeting held for the purpose of electing directors at which the holders
      of
      this Series and any other series of Preferred Stock shall have the special
      right
      to elect directors as provided in this paragraph (C), the presence, in person
      or
      by proxy, of the holders of 50% of the voting power of the then outstanding
      aggregate number of shares of this Series and such other series shall be
      required to constitute a quorum for the election of any director by the holders
      of such series.  At any such meeting or adjournment thereof, (a) the
      absence of a quorum shall not prevent the election of directors other than
      those
      to be elected by all such series of Preferred Stock voting separately as a
      class, and the absence of a quorum for the election of such other directors
      shall not prevent the election of the directors to be elected by this Series
      and
      any other series of Preferred Stock that may be voting with it separately as
      a
      class, and (b) in the absence of either or both such quorums, the holders of
      a
      majority of the voting power of the shares present in person or by proxy of
      the
      stock or stocks which lack a quorum shall have power to adjourn the meeting
      for
      the election of directors who they are entitled to elect from time to time
      without notice other than announcement at the meeting until a quorum shall
      be
      present.




(v)           During
      any period when the holders of this Series have the right to vote separately
      as
      a class for directors as provided in paragraph (C) hereof, (1) the
      directors so elected by the holders of the one or more series of Preferred
      Stock
      entitled to vote for such directors shall continue in office until the next
      succeeding annual meeting or until their successors, if any, are elected by
      such
      holders and qualify or, until termination of the right of the holders of the
      one
      or more series of Preferred Stock entitled to vote for such directors to vote
      separately as a class for directors as provided in paragraph (C) hereof and
      (2) vacancies in the Board of Directors shall be filled only by vote of a
      majority (even if that be only a single director) of the remaining directors
      theretofore elected by the holders of the one or more series of Preferred Stock
      which elected the directors whose office shall have become vacant or if there
      be
      no such remaining director, directors to fill such vacancies shall be elected
      by
      the holders of the one or more series of Preferred Stock entitled to vote for
      such directors at a special meeting called pursuant to the provisions of
      paragraph (C) hereof.  Immediately upon any termination of the right
      of the holders of this Series and any other series of Preferred Stock to vote
      separately as a class for directors as provided in paragraph (C) hereof, the
      term of office of the directors then in office so elected by the holders of
      this
      Series and any such other series shall terminate.  Whenever the term
      of office of the directors so elected by the holders of this Series and any
      such
      other series shall terminate and the special voting power vested in the holders
      of this Series and any such other series as provided in paragraph
      (C) hereof shall have terminated, the number of directors shall be such
      number as may be provided for in the by-laws irrespective of any increase made
      pursuant to the provisions of paragraph (C).




(D)           So
      long as any shares of this Series are outstanding, the Corporation shall not,
      without the consent of the holders of two-thirds of the outstanding shares
      of
      this Series, given by such holders as one class, and given by vote in person
      or
      by proxy at a meeting called





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for
      that
      purpose or given in writing, amend the Certificate of Incorporation or adopt
      or
      amend any resolutions of the Board of Directors to alter or change the powers,
      preferences or special rights of this Series so as to affect them
      adversely.




(E)           Except
      as provided herein, in the Certificate of Incorporation of the Corporation
      or by
      law, holders of shares of this Series shall have no special voting rights and
      their consent shall not be required for taking any corporate
      action.




7.           Certain
      Restrictions.




(A)           Whenever
      quarterly dividends or other dividends or distributions payable on this Series
      as provided in Section 3 are in arrears, thereafter and until all accrued and
      unpaid dividends and distributions, whether or not declared, on shares of this
      Series 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 Common Stock, any shares
      of
      Class B Common Stock, par value $.01 per share, of the Corporation, or any
      other
      shares of stock ranking junior (either as to dividends or upon Liquidation)
      to
      this Series;




(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) with this
      Series, except dividends paid ratably on this Series and all such parity stock
      on which dividends are payable or in arrears in proportion to the total amounts
      to which the holders of all such shares are then entitled;




(iii)           redeem
      or purchase or otherwise acquire for consideration shares of any stock ranking
      on a parity (either as to dividends or upon Liquidation) with this Series;
      provided, however, that the Corporation may at any time redeem,
      purchase or otherwise acquire shares of any such parity stock in exchange for
      shares of any stock of the Corporation ranking junior (either as to dividends
      or
      upon Liquidation) to this Series; or




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




(B)           The
      Corporation shall not permit any subsidiary of the Corporation to purchase
      or
      otherwise acquire for consideration any shares of stock of the Corporation
      unless the Corporation could, under paragraph (A) of this Section 7, purchase
      or
      otherwise acquire such shares at such time and in such manner.





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8.           Consolidation,
      Merger, etc.  In case the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the shares
      of
      Common Stock are exchanged for or changed into other stock or securities, cash
      and/or any other property, then in any such case the shares of this Series
      shall
      at the same time be similarly exchanged for or changed into an amount per share
      (subject to the provision for adjustment hereinafter set forth) equal to 100
      times the aggregate amount of stock, securities, cash and/or any other property
      (payable in kind), as the case may be, into which or for which each share of
      Common Stock is changed or exchanged.  In the event the Corporation
      shall at any time after June 14, 2007 declare or pay any dividend on the Common
      Stock payable in shares of Common Stock, or effect a subdivision or combination
      of the outstanding shares of Common Stock (by reclassification or otherwise
      than
      by payment of a dividend in shares of Common Stock) into a greater or lesser
      number of shares of Common Stock, then in each such case the amount set forth
      in
      the preceding sentence with respect to the exchange or change of shares of
      this
      Series shall be adjusted by multiplying such amount by a fraction the numerator
      of which is the number of shares of Common Stock outstanding immediately after
      such event and the denominator of which is the number of shares of Common Stock
      that were outstanding immediately prior to such event.




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




10.           Fractional
      Shares.  This Series may be issued in fractions of a share which
      shall entitle the holder, in proportion to such holder’s fractional shares, to
      exercise voting rights, receive dividends, participate in distributions and
      to
      have the benefit of all other rights of holders of this Series.




11.           Other
      Rights.  The holders of shares of this Series shall not have any
      other preferences or special rights.





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IN
      WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
      ,
      its _________________, and attested by _________________________, its
      Secretary, this  day of June,
      2007.





CHINDEX
                INTERNATIONAL, INC.By:
            __________________________________________________Name:Title:








Attest__________________________________________Name:
            _____________________________________Title:
            Secretary








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EXHIBIT
      B TO RIGHTS AGREEMENT




[Form
      of
      Right Certificate]




Certificate
                No. R-
            ______________
                Rights




NOT
      EXERCISABLE AFTER JUNE 14, 2017 OR EARLIER IF REDEMPTION OR EXCHANGE
      OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE
      COMPANY AT $.01 PER RIGHT, AND TO EXCHANGE AT THE OPTION OF THE COMPANY, ON
      THE
      TERMS SET FORTH IN THE RIGHTS AGREEMENT.  AS DESCRIBED IN THE RIGHTS
      AGREEMENT, RIGHTS BENEFICIALLY OWNED BY (1) AN ACQUIRING PERSON OR ANY
      ASSOCIATE OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
      AGREEMENT), (2) A TRANSFEREE OF AN ACQUIRING PERSON (OR OF ANY SUCH ASSOCIATE
      OR
      AFFILIATE) WHO BECOMES A TRANSFEREE AFTER THE ACQUIRING PERSON BECOMES SUCH
      OR
      (3) UNDER CERTAIN CIRCUMSTANCES, A TRANSFEREE OF AN ACQUIRING PERSON (OR OF
      ANY SUCH ASSOCIATE OR AFFILIATE) WHO BECOMES A TRANSFEREE BEFORE OR CONCURRENTLY
      WITH THE ACQUIRING PERSON BECOMING SUCH, SHALL BECOME NULL AND
      VOID.





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Right
      Certificate




CHINDEX
      INTERNATIONAL, INC.




This
      certifies that ____________________________________________, or registered
      assigns, is the registered owner of the number of Rights set forth above, each
      of which entitles the owner thereof, subject to the terms, provisions and
      conditions of the Rights Agreement, dated as of June 7, 2007 (the “Rights
      Agreement”), between Chindex International, Inc., a Delaware corporation
      (the “Company”), and American Stock Transfer & Trust Company (the
“Rights Agent”), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      5:00 P.M. (New York City time) on June 14, 2017 at the office or offices of
      the Rights Agent designated for such purpose, or its successors as Rights Agent,
      one one-hundredth of a fully paid, non-assessable share of Series A Junior
      Participating Preferred Stock (the “Preferred Shares”) of the Company, at
      a purchase price of $58 per one one-hundredth of a share (the “Purchase
      Price”), upon presentation and surrender of this Right Certificate with the
      Form of Election to Purchase duly executed.  The number of Rights
      evidenced by this Right Certificate (and the number of shares which may be
      purchased upon exercise thereof) set forth above, and the Purchase Price per
      share set forth above, are the number and Purchase Price as of June 14, 2007,
      based on the Preferred Shares as constituted at such date.




From
      and
      after the occurrence of the event described in Section 11(a)(ii) of the Rights
      Agreement, if the Rights evidenced by this Right Certificate are beneficially
      owned by (i) an Acquiring Person or any Associate or Affiliate thereof (as
      such terms are defined in the Rights Agreement), (ii) a transferee of an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such or (iii) under certain
      circumstances, a transferee of an Acquiring Person (or of any such Associate
      or
      Affiliate) who becomes a transferee before or concurrently with the Acquiring
      Person becoming such, such Rights shall become null and void and no holder
      hereof shall have any rights with respect to such Rights.




As
      provided in the Rights Agreement, the Purchase Price and the number and kind
      of
      Preferred Shares or other securities that may be purchased upon the exercise
      of
      the Rights evidenced by this Right Certificate are subject to modification
      and
      adjustment upon the happening of certain events.




This
      Right 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 Right
      Certificates.  Copies of the Rights Agreement are on file at the
      principal executive office of the Company and are also available upon written
      request to the Company.




This
      Right Certificate, with or without other Right Certificates, upon surrender
      at
      the principal office or offices of the Rights Agent designated for such purpose,
      may be exchanged for another Right Certificate or Right Certificates of like
      tenor and date evidencing





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Rights
      entitling the holder to purchase a like aggregate number of Preferred Shares
      as
      the Rights evidenced by the Right Certificate or Right Certificates surrendered
      shall have entitled such holder to purchase.  If this Right
      Certificate shall be exercised in part, the holder shall be entitled to receive
      upon surrender hereof another Right Certificate or Right 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 $.01 per Right or (ii) may be exchanged by the Company at its option
      for Common Shares (or, in certain circumstances, Common Stock Equivalents (as
      such term is defined in the Rights Agreement)).




No
      fractional Preferred Shares will be issued upon the exercise of any Right or
      Rights evidenced hereby (other than fractions which are integral multiples
      of
      one-hundredth of a Preferred Share, which may, at the election of the Company,
      be evidenced by depositary receipts), but in lieu thereof a cash payment will
      be
      made, as provided in the Rights Agreement.




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




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





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




Dated
      as
      of _______________, ____




ATTEST:
              
              CHINDEX
                  INTERNATIONAL, INC.__________________________________________________________
              
              By:
              _________________________________________________________Secretary
              
              
              Title:





Countersigned:AMERICAN
                STOCK TRANSFER & TRUST
              COMPANYBy:
            _____________________________________________________Authorized
                Signature








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[Form
      of
      Reverse Side of Right Certificate]




FORM
      OF ASSIGNMENT




(To
      be
      executed by the registered holder if such


holder
      desires to transfer the Right Certificate.)




FOR
                VALUE RECEIVED
                __________________________________________________________hereby
                sells, assigns and transfers unto
                ___________________________________________________________________________________________________________________________(Please
                print name and address of transferee)_____________________________________________________________________________this
                Right Certificate, together with all right, title and interest therein,
                and does herebyirrevocably
                constitute and appoint __________________ Attorney, to transfer the
                within
                RightCertificate
                on the books of the within-named Company, with full power of
                substitution.Dated
                as of _______________, __________________________________________SignatureSignature
                Guaranteed:




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Certificate






The
      undersigned hereby certifies by checking the appropriate boxes
      that:




(1)           the
      Rights evidenced by this Right 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 in the Rights Agreement);




(2)           after
      due inquiry and to the best knowledge of the undersigned, the Rights evidenced
      by this Right Certificate [  ] are [  ] are not being sold,
      assigned and transferred to a Person who is an Acquiring Person, an Affiliate
      or
      Associate of an Acquiring Person or a nominee of any such Acquiring Person,
      Associate or Affiliate;




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




Dated
      as
      of _______________, ____






________________________________________________________Signature







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NOTICE






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











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FORM
      OF ELECTION TO PURCHASE




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




To
      CHINDEX INTERNATIONAL, INC.:




The
      undersigned hereby irrevocably elects to exercise _________ Rights
      represented by this Right Certificate to purchase the Preferred Shares issuable
      upon the exercise of the Rights (or such other securities of the Company or
      of
      any other person which may be issuable upon the exercise of the Rights) and
      requests that certificates for such shares be issued in the name
      of:




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 Right
      Certificate, a new Right Certificate for the balance of such Rights shall be
      registered in the name and delivered to:




Please
      insert social security


or
      other
      identifying number




(Please
                print name and address)




Dated
      as
      of _______________, ____







Signature





Signature
      Guaranteed:





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Certificate




The
      undersigned hereby certifies by checking the appropriate boxes
      that:




(1)           the
      Rights evidenced by this Right 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 in the Rights Agreement);




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






Dated
      as
      of _______________, ____











Signature








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NOTICE






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







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EXHIBIT
      C TO RIGHTS AGREEMENT




SUMMARY
      OF RIGHTS TO PURCHASE


PREFERRED
      STOCK






On
      June
      4, 2007, the Board of Directors of Chindex International, Inc. (the
“Company”) declared a dividend distribution of one Right for each
      outstanding share of Common Stock, par value $.01 per share, of the Company
      (the
“Common Shares”), and one Right for each outstanding share of Class B
      Common Stock, par value $.01 per share, of the Company (“Class B Shares”)
      to stockholders of record on June 14, 2007 (the “Record
      Date”).  Each Right entitles the registered holder to purchase
      from the Company a unit (“Unit”) consisting of one one-hundredth of a
      share of Series A Junior Participating Preferred Stock, par value $.01 per
      share, of the Company (the “Preferred Shares”), at a price of $58 per
      Unit (the “Purchase Price”), subject to adjustment.  The
      description and terms of the Rights are set forth in a Rights Agreement (the
      “Rights Agreement”) between the Company and American Stock Transfer &
Trust Company, as Rights Agent.




Initially,
      the Rights will be attached to all certificates representing Common Shares,
      and
      all certificates representing Class B Shares, then outstanding, and no separate
      Right certificates will be distributed.  Until the earlier to occur of
      (i) 10 days following a public announcement that a person or group of affiliated
      or associated persons (other than Roberta Lipson, President and Chief Executive
      Officer of the Company; Elyse Beth Silverberg, Executive Vice President and
      Secretary of the Company; and Lawrence Pemble, Executive Vice President, Chief
      Financial Officer and Treasurer of the Company; and their affiliates and
      associates) has acquired, or obtained the right to acquire, beneficial ownership
      of 15% or more of the outstanding Common Shares (an “Acquiring Person”),
      or (ii) 10 business days (or such later day as may be determined by action
      of the Board of Directors prior to such time as any person or group becomes
      an
      Acquiring Person) following the commencement of a tender offer or exchange
      offer
      if, upon consummation thereof, any person or group would be an Acquiring Person
      (the earlier of such dates being called the “Distribution Date”), the
      Rights will be evidenced, with respect to any of the Common Share certificates
      and Class B Share certificates outstanding as of the Record Date, by such
      certificate together with a copy of this Summary of Rights.  The date
      of announcement of the existence of an Acquiring Person referred to in clause
      (i) above is hereinafter referred to as the “Share Acquisition
      Date.”




The
      Rights Agreement provides that, until the Distribution Date, the Rights will
      be
      transferred with and only with the Common Share certificates and Class B Share
      certificates.  Until the Distribution Date (or earlier redemption,
      exchange or expiration of the Rights), new Common Share certificates and new
      Class B Share certificates issued after the Record Date upon transfer or new
      issuance of Common Shares or Class B Shares, as the case may be, will contain
      a
      notation incorporating the Rights Agreement by reference.  Until the
      Distribution Date (or earlier redemption, exchange or expiration of the Rights),
      the surrender for transfer of any certificates for Common Shares or Class B
      Shares outstanding as of the Record Date, with or without a copy of this Summary
      of Rights attached thereto, will also constitute the transfer of the Rights
      associated with the Common Shares or Class B Shares represented by such
      certificate.  As soon





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as
      practicable following the Distribution Date, separate certificates evidencing
      the Rights (“Right Certificates”) will be mailed to holders of record of
      Common Shares and/or Class B Shares on the Distribution Date and, thereafter,
      such separate Right Certificates alone will evidence the Rights.




The
      Rights are not exercisable until the Distribution Date and will expire at the
      close of business on June 14, 2017, unless earlier redeemed or exchanged by
      the
      Company as described below.




In
      the
      event that any person or group of affiliated or associated persons becomes
      an
      Acquiring Person, the Rights Agreement provides that proper provision shall
      be
      made so that each holder of a Right, except as provided below, shall thereafter
      have the right to receive, upon exercise, Common Shares (or, in certain
      circumstances, Common Stock Equivalents (as such term is defined in the Rights
      Agreement)) having a value equal to two (2) times the exercise price of the
      Right.  Upon the occurrence of any event described in the preceding
      sentence, any Rights beneficially owned by (i) an Acquiring Person or an
      Associate or Affiliate (as such terms are defined in the Rights Agreement)
      of an
      Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee after the Acquiring Person
      becomes such, or (iii) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee prior to or concurrently with
      the Acquiring Person becoming such and receives such Rights pursuant to either
      (A) a transfer (whether or not for consideration) from the Acquiring Person
      to
      holders of equity interests in such Acquiring Person or to any person with
      whom
      the Acquiring Person has any continuing agreement, arrangement or understanding
      regarding the transferred Rights or (B) a transfer which the Board of
      Directors of the Company has determined is part of a plan, agreement,
      arrangement or understanding which has as a primary purpose or effect the
      avoidance of the Rights Agreement, shall become null and void without any
      further action and no holder of such Rights shall have any rights whatsoever
      with respect to such Rights, whether under any provision of the Rights Agreement
      or otherwise.




At
      any
      time after the occurrence of the event described in the first sentence of the
      preceding paragraph (and prior to the acquisition by any Acquiring Person of
      50%
      or more of the outstanding Common Shares), the Board of Directors of the Company
      may exchange the Rights (except Rights which previously have been voided as
      described above), in whole, but not in part, at an exchange ratio of one Common
      Share (or, in certain circumstances, one Common Stock Equivalent) per
      Right.




In
      the
      event that, at any time after any person or group of affiliated or associated
      persons becomes an Acquiring Person, (i) the Company engages in a merger or
      other business combination transaction in which the Company is not the surviving
      corporation, (ii) the Company engages in a merger or other business combination
      transaction with another person in which the Company is the surviving
      corporation, but in which its Common Shares are changed or exchanged, or (iii)
      more than 50% of the Company’s assets or earning power is sold or transferred,
      the Rights Agreement provides that proper provision shall be made so that each
      holder of a Right (except Rights which previously have been voided as described
      above) shall thereafter have the right to receive, upon the exercise thereof
      at
      the then current exercise price of the Right, common stock of the acquiring
      company having a value equal to two (2) times the exercise price of the
      Right.





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The
      Purchase Price payable, and the number of Units of Preferred Shares or other
      securities issuable, upon exercise of the Rights are subject to adjustment
      from
      time to time to prevent dilution (i) in the event of a stock dividend on, or
      a
      subdivision, combination or reclassification of, the Preferred Shares, (ii)
      upon
      the grant to holders of the Preferred Shares of certain rights, options or
      warrants to subscribe for Preferred Shares or convertible securities at less
      than the current market price of the Preferred Shares, or (iii) upon the
      distribution to holders of the Preferred Shares of evidences of indebtedness,
      stock (other than a dividend payable in Preferred Shares), assets or cash
      (excluding regular quarterly cash dividends) or of subscription rights, options
      or warrants (other than those referred to above).  Such terms are also
      subject to adjustment in the event of a stock split of the Common Shares or
      Class B Shares or a stock dividend on the Common Shares or Class B Shares
      payable in Common Shares or Class B Shares or subdivisions, consolidations
      or
      combinations of the Common Shares or Class B Shares occurring, in any such
      case,
      prior to the Distribution Date.




With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price.  No fractional Units will be issued and, in lieu thereof, an
      adjustment in cash will be made as provided in the Rights
      Agreement.




At
      any
      time prior to such time as any person or group of affiliated or associated
      persons becomes an Acquiring Person, the Board of Directors may redeem the
      Rights in whole, but not in part, at a price of $.01 per Right, subject to
      adjustment (the “Redemption Price”).  Immediately upon the
      action of the Board of Directors of the Company ordering the redemption of
      the
      Rights (or at such later time as the Board of Directors may establish for the
      effectiveness of such redemption), the Rights will terminate and the only right
      of the holders of Rights will be to receive the Redemption
      Price.  Until a Right is exercised, the holder thereof, as such, will
      have no rights as a stockholder of the Company, including, without limitation,
      the right to vote or to receive dividends.




The
      terms
      of the Rights may be amended by the Company and the Rights Agent, provided
      that
      following the Share Acquisition Date the amendment does not materially adversely
      affect the interests of holders of Rights (other than an Acquiring Person)
      and
      provided that no amendment shall be made which decreases the Redemption
      Price.




A
      copy of
      the Rights Agreement is being filed with the Securities and Exchange Commission
      as an Exhibit to a Current Report on Form 8-K.  A copy of the Rights
      Agreement will be 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.