Exhibit 4.1


	
 


	
SHENANDOAH TELECOMMUNICATIONS
 COMPANY


	
 


	
and


	
 


	
AMERICAN STOCK TRANSFER AND TRUST
 COMPANY


	
 


	
as Rights Agent


	
 


	
RIGHTS AGREEMENT


	
 


	
ENTERED into on January 24, 2008


	
EFFECTIVE as of February 8, 2008












TABLE OF CONTENTS




	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	



	
 


	
Section 1.

	
Certain Definitions

	
1


	
Section 2.

	
Appointment of Rights Agent

	
7


	
Section 3.

	
Issue of Rights Certificates

	
7


	
Section 4.

	
Form of Rights Certificates


	
10


	
Section 5.

	
Countersignature and Registration

	
11


	
Section 6.

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

	
12


	
Section 7.

	
Exercise of Rights; Purchase Price;
 Expiration Date of Rights

	
13


	
Section 8.

	
Cancellation and Destruction of Rights
 Certificates

	
15


	
Section 9.

	
Reservation and Availability of Capital
 Stock

	
15


	
Section 10.

	
Common Stock Record Date

	
17


	
Section 11.

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

	
17


	
Section 12.

	
Certificate of Adjusted Purchase
 Price or Number of Shares

	
25


	
Section 13.

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

	
26


	
Section 14.

	
Fractional Rights and Fractional Shares

	
30


	
Section 15.

	
Rights of Action

	
31


	
Section 16.

	
Agreement of Rights Holders

	
32


	
Section 17.

	
Rights Certificate Holder Not Deemed a
 Shareholder

	
33


	
Section 18.

	
Duties of Rights Agent

	
33


	
Section 19.

	
Compensation and Indemnification of
 the Rights Agent

	
36


	
Section 20.

	
Merger or Consolidation or Change of Name
 of Rights Agent

	
37


	
Section 21.

	
Change of Rights Agent

	
37


	
Section 22.

	
Issuance of New Rights Certificates

	
38


	
Section 23.

	
Redemption

	
39


	
Section 24.

	
Exchange

	
40


	
Section 25.

	
Notice of Certain Events

	
41


	
Section 26.

	
Notices

	
42


	
Section 27.

	
Supplements and Amendments

	
43


	
Section 28.

	
Successors

	
44


	
Section 29.

	
Determinations and Actions by the Board,
 etc

	
44


	
Section 30.

	
Benefits of this Agreement

	
45


	
Section 31.

	
Severability

	
45


	
Section 32.

	
Governing Law

	
45


	
Section 33.

	
Counterparts

	
45


	
Section 34.

	
Descriptive Headings

	
46




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RIGHTS AGREEMENT


                    Rights
Agreement (the “Agreement”), entered into on January 24, 2008, and effective as
of February 8, 2008 (the “Effective Date”), between Shenandoah
Telecommunications Company, a Virginia corporation (the “Company”), and
American Stock Transfer and Trust Company, as Rights Agent (the “Rights
Agent”). 



                    WHEREAS,
on January 21, 2008 (the “Rights Dividend Declaration Date”), the Board of
Directors of the Company authorized and declared a dividend of one Right for
each share of Common Stock (as hereinafter defined) of the Company outstanding
at the Close of Business (as defined herein) on the Record Date (as defined
herein), and has authorized the issuance of one Right with respect to each share
of Common Stock of the Company issued between the Record Date (whether
originally issued or delivered from the Company’s treasury) and the
Distribution Date (as hereinafter defined), each Right initially representing
the right to purchase one-half of a share of Common Stock of the Company upon
the terms and subject to the conditions herein set forth, and further
authorized and directed the issuance of one Right (subject to adjustment as
provided herein) with respect to each share of Common Stock of the Company that
shall become outstanding between the Record Date and the earlier of the
Distribution Date and the Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights may be issued with respect to shares
of Common Stock that shall become outstanding after the Distribution Date and
prior to the Expiration Date in accordance with Section 22 hereof;  


                    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 which, together with all Affiliates and
 Associates of such Person, shall be the Beneficial Owner of 15% or more of
 the shares of Common Stock of the Company then outstanding, but shall not
 include (i) the Company, (ii) any Subsidiary of the Company, or (iii) any
 employee benefit plan of the Company or any Subsidiary of the Company, or any
 Person holding shares of Common Stock for or pursuant to the terms of any
 such plan to 











	
 

	
 

	
 

	
 


	
 

	
 

	
the extent,
 and only to the extent, of such shares of Common Stock so held.
 Notwithstanding anything in this definition of “Acquiring Person” to the
 contrary:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

          (i)          no
Person shall become an “Acquiring Person” as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
of Common Stock outstanding, increases the proportionate number of shares of
Common Stock beneficially owned by such Person to 15% or more of the shares
of Common Stock of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the shares of
Common Stock of the Company then outstanding by reason of share acquisitions
by the Company and shall, after such share acquisitions by the Company,
become the Beneficial Owner of any additional shares of Common Stock of the
Company (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Stock or pursuant to a split or
subdivision of the outstanding Common Stock), then such Person shall be
deemed to be an “Acquiring Person” if such Person is then the Beneficial
Owner of 15% or more of the Common Stock then outstanding;  


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (ii)          if
 the Board determines in good faith that a Person who would otherwise be an
 “Acquiring Person,” as defined pursuant to the foregoing provisions of this
 paragraph (a), has become such inadvertently (including, without limitation
 because (A) such Person was unaware that it beneficially owned a percentage
 of Common Stock that would otherwise cause such Person to be an “Acquiring Person”
 or (B) such Person was aware of the extent of its Beneficial Ownership of
 Common Stock but had no actual knowledge of the consequences of such
 Beneficial Ownership under this Agreement), and such Person divests as
 promptly as practicable (as determined in good faith by the Board) a
 sufficient number of shares of Common Stock so that such Person would no
 longer be an “Acquiring Person,” as defined pursuant to the foregoing
 provisions of this paragraph (a), then such Person shall not be deemed an
 “Acquiring Person” for any purposes of this Agreement unless and until such
 Person shall again become an “Acquiring Person;” and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (iii)          if,
 as of January 24, 2008 or prior to the first public announcement of the
 adoption of this Agreement, any Person is or becomes the Beneficial Owner of
 15% or more of the shares of Common Stock outstanding, such Person shall not
 be deemed to be or to become an “Acquiring Person” unless and until such time
 as





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such Person
 shall, after the first public announcement of the adoption of this Agreement,
 become the Beneficial Owner of additional shares of Common Stock (other than
 pursuant to a dividend or distribution paid or made by the Company on the
 outstanding Common Stock or pursuant to a split or subdivision of the
 outstanding Common Stock), unless upon becoming the Beneficial Owner of such
 additional shares of Common Stock, such Person is not then the Beneficial
 Owner of 15% or more of the shares of Common Stock then outstanding.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)          “Affiliate”
 and “Associate” shall have the respective meanings ascribed to such terms in
 Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in
 effect on the Effective Date.


	
 

	
 

	
 

	
 


	
 

	
 

	
(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, directly or
indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing), or upon the
exercise of conversion rights, exchange rights, other rights (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,” (A) 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; or (B)
securities issuable upon exercise of Rights at any time prior to the
occurrence of a Triggering Event; or (C) securities issuable upon exercise of
Rights from and after the occurrence of a Triggering Event which Rights were
acquired by such Person or any of such Person’s Affiliates or Associates
prior to the Distribution Date or pursuant to Section 3(a) or Section 22
hereof (the “Original Rights”) or pursuant to Section 11(i) hereof in
connection with an adjustment made with respect to any Original Rights;  


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

          (ii)          which
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership”
of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations
under the Exchange Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing; provided, however, that a Person
shall not be deemed the “Beneficial Owner” of, or to  





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“beneficially
 own,” any security under this subparagraph (ii) as a result of an agreement,
 arrangement or understanding to vote such security if such agreement,
 arrangement or understanding (A) arises solely from a revocable proxy given
 in response to a public proxy or consent solicitation made pursuant to, and
 in accordance with, the applicable provisions of the General Rules and
 Regulations under the Exchange Act and (B) is not also then reportable by
 such Person on Schedule 13D under the Exchange Act (or any comparable or
 successor report); or


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (iii)          which
 are beneficially owned, directly or indirectly, by any other Person (or any
 Affiliate or Associate thereof) with which such Person or any of such
 Person’s Affiliates or Associates has any agreement, arrangement or
 understanding (whether or not in writing), for the purpose of acquiring,
 holding, voting (except pursuant to a revocable proxy as described in the
 proviso to subparagraph (ii) of this paragraph (c)) or disposing of any
 voting securities of the Company;


	
 

	
 

	
 

	
 


	
 

	
 

	
provided,
however, that nothing in this paragraph (c) shall cause a Person engaged in
business as an underwriter of securities to be the “Beneficial Owner” of, or
to “beneficially own,” any securities acquired through such Person’s
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition provided further,
however, that no Person who is an officer, director or employee of the
Company or any Subsidiary of the Company shall be deemed, solely by reason of
such Person’s status or authority as such, to be the “Beneficial Owner” of,
or to “beneficially own,” any securities that are “beneficially owned” (as
defined in this paragraph (c)), including, without limitation, in a fiduciary
capacity, by the Company or any Subsidiary of the Company, or by any other
such officer, director or employee of the Company or any Subsidiary of the
Company.  


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)          “Board”
 shall mean the Board of Directors of the Company. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)          “Book-Entry”
 shall mean an entry in the direct registration system of the Company’s shares
 of Common Stock. 


	
 

	
 

	
 

	
 


	
 

	
 

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





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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(i)          “Company”
 shall mean Shenandoah Telecommunications Company, a Virginia corporation. 


	
 

	
 

	
 


	
 

	
 

	
(j)          “Distribution
 Date” shall mean the earlier of (i) the Close of Business on the tenth
 Business Day after the Stock Acquisition Date (or, if the tenth Business Day
 after the Stock Acquisition Date occurs before the Record Date, the Close of
 Business on the Record Date), or (ii) the Close of Business on the tenth
 Business Day (or, if such tenth Business Day occurs before the Record Date,
 the Close of Business on the Record Date), or such specified or unspecified
 later date on or after the Record Date as may be determined by action of the
 Board prior to such time as any Person becomes an Acquiring Person, after the
 date of the commencement by any Person (other than the Company, any
 Subsidiary of the Company or any employee benefit plan of the Company or of
 any Subsidiary of the Company or any Person holding shares of Common Stock
 for or pursuant to the terms of any such plan) of, or of the first public
 announcement of the intention of any Person (other than any of the Persons
 referred to in the preceding parenthetical) to commence, a tender or exchange
 offer the consummation of which would result in such Person becoming the
 beneficial owner of 15% or more of the outstanding shares of Common Stock. 


	
 

	
 

	
 


	
 

	
 

	
(k)         “Exchange
 Act” shall mean the Securities Exchange Act of 1934, as amended, as in effect
 on the Effective Date.


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(q)          “Purchase
 Price” shall have the meaning set forth in Section 4(a) and Section 11(a)(ii)
 hereof. 


	
 

	
 

	
 


	
 

	
 

	
(r)          “Record
 Date” shall mean the close of business on February 8, 2008. 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(u)          “Rights
 Agent” shall mean American Stock Transfer and Trust Company and any successor
 thereto pursuant to this Agreement.


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(x)          “Rights
 Notice” shall have the meaning set forth in Section 3(e) hereof. 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(aa)        “Securities
 Act” shall mean the Securities Act of 1933, as amended, as in effect on the
 Effective Date. 


	
 

	
 

	
 


	
 

	
 

	
(bb)        “Stock
 Acquisition Date” shall mean the first date of public announcement (which,
 for purposes of this definition, shall include, 





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without
 limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by
 the Company or an Acquiring Person that an Acquiring Person has become such. 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(dd)          “TIDE
 Committee” shall have the meaning set forth in Section 29(b) hereof. 


	
 

	
 

	
 


	
 

	
 

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





          Section 2.
Appointment of Rights Agent. 


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


          Section
3. Issue of Rights Certificates. 



                    (a)          As
promptly as practicable following the Record Date, the Company will send or
deliver a copy of a Summary of Rights to Purchase Common Stock, in
substantially the form attached hereto as Exhibit A (the “Summary of Rights”),
to each record holder of Common Stock as of the Close of Business on the Record
Date (other than any Acquiring Person or any Associate or Affiliate of any
Acquiring Person) at the address of such holder shown on the records of the
Company. Until the Distribution Date, (x) the Rights will be evidenced by
Book-Entry or the certificates for shares of Common Stock of the Company registered
in the names of the holders thereof (which certificates, together with a copy
of the Summary of Rights, and Book-Entry, together with a copy of the Summary
of Rights or a written statement containing the Rights Notice, shall also be
deemed to be Right Certificates) and not by separate Right Certificates and (y)
the right to receive Right Certificates will be transferable only in connection
with the transfer of the Common Stock of the Company.  


                    (b)          Rights
shall be issued in respect of all shares of Common Stock issued (whether
originally issued or from the Company’s treasury) after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date; 


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provided,
however, Rights shall also be issued to the extent provided in Section 22
hereof in respect of all shares of Common Stock which are issued (whether
originally issued or from the Company’s treasury) after the Distribution Date
and prior to the Expiration Date. Certificates representing such shares of
Common Stock shall also be deemed to be certificates for Rights, and shall bear
the following legend (in addition to any other legends that may be required): 


	
 

	
 

	
 


	
 

	
 

	
This
 certificate also evidences and entitles the holder hereof to certain Rights
 as set forth in a Rights Agreement between Shenandoah Telecommunications
 Company (the “Company”) and American Stock Transfer and Trust Company (the
 “Rights Agent”) entered into on January 24, 2008 and effective as of February
 8, 2008 as the same may be amended from time to time (the “Rights
 Agreement”), the terms of which are hereby incorporated herein by reference
 and a copy of which is on file at the principal executive offices of the
 Company. Under certain circumstances, as set forth in the Rights Agreement,
 such Rights shall be evidenced by separate certificates and shall no longer
 be evidenced by this certificate. The Company shall mail to the holder of
 this certificate a copy of the Rights Agreement as in effect on the date of
 mailing without charge after receipt of a written request therefor. 


	
 

	
 


	
 

	
 

	
Under
 certain circumstances set forth in the Rights Agreement, Rights issued to, or
 held by, any Person who is, was or becomes an Acquiring Person or any
 Affiliate or Associate thereof (as such terms are defined in the Rights
 Agreement), whether currently held by or on behalf of such Person or by any
 subsequent holder, may become null and void. 





With respect
to such certificates containing the foregoing legend, until the earlier of the
Distribution Date and the Expiration Date, the Rights associated with the
Common Stock represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any such
certificate shall also constitute the transfer of the Rights associated with
the Common Stock represented thereby. Notwithstanding this paragraph (b), the
omission of the foregoing legend shall not affect the enforceability of any
part of this Agreement or the rights of any holder of the Rights. 


                    (c)          With
respect to certificates or Book-Entries for shares of Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights shall be
evidenced by such certificates or Book-Entries for Common Stock registered in
the names of the holders thereof together with a copy of the Summary of Rights
or, in the case of Book-Entries, together with a written statement containing
the Rights Notice. Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for transfer of
any shares of Common Stock of the Company outstanding on the Record Date 


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represented by
certificates or Book-Entry, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the shares of
Common Stock of the Company represented thereby and not by separate Rights
Certificates. The Rights shall be transferable only in connection with the
transfer of the underlying shares of Common Stock (including a transfer to the
Company). 



                    (d)          As
soon as practicable after the Distribution Date, the Company shall prepare and
execute, the Rights Agent shall countersign and the Company shall send or cause
to be sent (and the Rights Agent shall, if requested, send) by first-class,
insured, postage-prepaid mail, to each record holder of Common Stock as of the
Close of Business on the Distribution Date, at the address of such holder shown
on the records of the Company, a rights certificate, in substantially the form
of Exhibit B hereto (the “Rights Certificate”), evidencing one Right for each
share of Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common Stock has
been made pursuant to Section 11 hereof, at the time of distribution of the
Rights Certificates, the Company shall make necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. As of and after the Distribution
Date, the Rights shall be evidenced solely by such Rights Certificates.  


                    (e)          With
respect to Rights evidenced by Book-Entry for shares of Common Stock, until the
Distribution Date, the transfer of such shares of Common Stock shall also
constitute the transfer of the Rights associated with such shares of Common
Stock, and the Company or its transfer agent shall, within a reasonable time
after such transfer, send to the registered owner of such shares of Common
Stock a copy of a written statement containing the Rights Notice and/or accompanied
by a copy of the Summary of Rights (which may be provided as part of or
together with any notice with respect to the shares of Common Stock that may be
required by applicable law). The “Rights Notice” with respect to Rights
evidenced by Book-Entry for shares of Common Stock shall be in substantially
the form of the following legend: 


	
 

	
 


	
 

	
Common share
 purchase rights are associated with the shares of Common Stock of the Company
 pursuant to the Rights Agreement between Shenandoah Telecommunications Company,
 a Virginia corporation (the “Company”), and American Stock Transfer and Trust
 Company, (the “Rights Agent”) entered into on January 24, 2008 and effective
 as of February 8, 2008, as it may be amended from time to time (the “Rights
 Agreement”), the terms of which are hereby incorporated herein by reference
 and a copy of which is on file at the principal executive offices of the
 Company. Under certain circumstances, as set forth in the Rights Agreement,
 such Rights (as defined in the Agreement) will be evidenced by separate
 certificates 





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and will no
 longer be associated with and trade together with the shares of Common Stock
 of the Company. The rights are not exercisable prior to the occurrence of
 certain events specified in the Rights Agreement. Under certain
 circumstances, as set forth in the Rights Agreement, the securities or
 property for which the Rights may be exercised may be adjusted, and the
 Rights may be redeemed, may be exchanged, may expire, or may be amended. As
 set forth in the Rights Agreement, Rights beneficially owned by any Person
 (as defined in the Rights Agreement) who becomes an Acquiring Person or any
 Affiliate or Associate thereof (as such terms are defined in the Rights
 Agreement) become null and void. The Company will mail to the holder of
 shares of Common Stock of the Company a copy of the Rights Agreement without
 charge after receipt of a written request therefor. 





                    Notwithstanding
this paragraph (e), the failure to send the registered owner of such shares of
Common Stock a copy of the written statement containing the Rights Notice or a
copy of the Summary of Rights shall not affect the enforceability or any part
of this Agreement or the rights of any holder of the Rights. 


          Section 4. Form
of Rights Certificates. 



                    (a)          The
Rights Certificates (and the forms of election to purchase and of assignment to
be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Section 11 and Section 22 hereof, the
Rights Certificates, whenever issued, shall be dated as of the Record Date, and
on their face shall entitle the holders thereof to purchase such number of
shares of Common Stock as shall be set forth therein at the price set forth
therein (such exercise price per one-half of a share, the “Purchase Price”),
but the amount and type of securities purchasable upon exercise of each Right
and the Purchase Price thereof shall be subject to adjustment as provided
herein.  


                    (b)          Any
Rights Certificate issued pursuant to Section 3(d) or Section 22 hereof that
represents Rights beneficially owned by (i) an Acquiring Person or any
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or 


- 10 -







concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person to holders of equity interests in such Acquiring Person or to any Person
with whom such Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which a
majority of the authorized number of members of the Board has determined is
part of an agreement, arrangement or understanding which has as a primary
purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate
issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in this
sentence, shall contain (to the extent feasible) the following legend: 


	
 

	
 


	
 

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





The Company
shall instruct the Rights Agent in writing of the Rights which should be so
legended and shall supply the Rights Agent with such legended Rights
Certificates. 


          Section 5.
Countersignature and Registration. 


                    (a)          The
Rights Certificates shall be executed on behalf of the Company by its President
or a Vice President either manually or by facsimile signature, and 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 Rights
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 Rights Certificates shall cease to be
such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Rights Certificates, nevertheless,
may be countersigned by the Rights Agent, and issued and delivered by the
Company with the same force and effect as though the person who signed such
Rights Certificates had not ceased to be such officer of the Company; and any
Rights Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Rights Certificate, shall be a proper
officer of the Company to sign such Rights Certificate, although at the
Effective Date any such person was not such an officer. 


- 11 -







                    (b)          Following
the Distribution Date, the Rights Agent shall keep or cause to be kept, at its
principal office or at offices designated as the appropriate place for
surrender of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the
Rights Certificates, the number of Rights evidenced on its face by each of the
Rights Certificates and the date of each of the Rights Certificates. 


	
 

	
 

	
 


	
 

	
Section 6.

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





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


                    (b)          Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Rights Certificate,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, 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 Rights Certificate
if 


- 12 -







mutilated, the
Company shall execute and deliver a new Rights Certificate of like tenor to the
Rights Agent for counter-signature and delivery to the registered owner in lieu
of the Rights Certificate so lost, stolen, destroyed, or mutilated. 


	
 

	
 

	
 


	
 

	
Section 7.

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





                    (a)          Subject
to Section 7(e) hereof, the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, in the restrictions on exercisability set forth
in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the
reverse side thereof duly and properly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with payment
of the Purchase Price for each one-half of a share of Common Stock (or other
securities, cash or other assets, as the case may be) as to which the Rights are
exercised, at or prior to the earliest of (i) the close of business on February
8, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are
redeemed (the “Redemption Date”) as provided in Section 23 hereof, or (iii) the
time at which the Rights are exchanged (the “Exchange Date”) as provided in
Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred
to as the “Expiration Date”). 


                    (b)          Each
Right shall entitle the registered holder thereof to purchase one-half of a
share of Common Stock. The Purchase Price for each one-half of a share of
Common Stock pursuant to the exercise of a Right shall initially be $40, and
shall be subject to adjustment from time to time as provided in Section 11 and
Section 13 hereof and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) of this Section 7. 


                    (c)          Upon
receipt of a Rights Certificate representing exercisable Rights, with the form
of election to purchase and the certificate duly and properly executed,
accompanied by payment, with respect to each Right so exercised, of the
Purchase Price per one-half of a share of Common Stock (or other securities,
cash or other assets, as the case may be) to be purchased and an amount equal
to any applicable transfer tax or governmental charge in cash, or by certified
check, or cashier’s check payable to the order of the Company, the Rights Agent
shall, subject to Section 18(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Common Stock (or make available, if
the Rights Agent is the transfer agent) certificates for the total number of
shares of Common Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company
shall have elected to deposit the total number of shares of Common Stock
issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts representing such
number of shares of Common Stock as are to be 


- 13 -







purchased (in
which case certificates for the shares of Common Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent)
and the Company shall direct the depositary 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 14 hereof, (iii)
promptly after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such
Rights Certificate, registered in such name or names as may be designated by
such holder, and (iv) after receipt thereof, promptly deliver such cash, if
any, to or upon the order of the registered holder of such Rights Certificate.
In the event that the Company is obligated to issue other securities (including
Common Stock) of the Company, pay cash and/or distribute other property
pursuant to Section 11(a) hereof, the Company shall make all arrangements
necessary so that such securities, cash and/or other property are available for
distribution by the Rights Agent, if and when appropriate. 


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


                    (e)          Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence
of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring
Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which a majority of the authorized number of members
of the Board has determined is part of an agreement, arrangement or
understanding which has as a primary purpose or effect the avoidance of this
Section 7(e), shall become null and void without any further action, and no
holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The Company
shall use all reasonable efforts to ensure that the provisions of this Section
7(e) and of Section 4(b) hereof are complied with, but shall have no liability
to any holder of Rights Certificates or other Person as a result of its failure
to make any determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder. The Rights 


- 14 -







Agent shall
endeavor to comply with the provisions hereof to the extent it has received
instructions from the Company concerning such matters. 


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


	
 

	
 

	
 


	
 

	
Section 8.

	
Cancellation and Destruction of Rights Certificates. 





                    All
Rights Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or 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
Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any provisions of this Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Rights Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all cancelled Rights Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Rights Certificates, and
in such case shall deliver a certificate of destruction thereof to the Company.



	
 

	
 

	
 


	
 

	
Section 9.

	
Reservation and Availability of Capital Stock. 





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


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


- 15 -







                    (c)          The
Company shall use its best efforts to (i) file, as soon as practicable
following the earliest date after the first occurrence of a Section 11(a)(ii)
Event on which the consideration to be delivered by the Company upon exercise
of the Rights has been determined in accordance with this Agreement, or as soon
as is required by law following the Distribution Date, as the case may be, or a
registration statement under the Securities Act with respect to the Common
Stock or other securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities, and (B) the
Expiration Date. The Company shall also take such action as may be appropriate
under, or to ensure compliance with, the securities or “blue sky” laws of the
various states in connection with the exercisability of the Rights. The Company
may temporarily suspend, for a period of time not to exceed 90 days after the
date set forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. In addition, if the Company shall
determine that a registration statement is required following the Distribution
Date, the Company may temporarily suspend the exercisability of the Rights
until such time as a registration statement has been declared effective. Upon
any suspension of exercisability of Rights referred to in this Section 9(c),
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 each case with
simultaneous written notice to the Rights Agent. Notwithstanding any provision
of this Agreement to the contrary, the Rights shall not be exercisable and
shall be null and void so long as held by a holder in any jurisdiction where
the requisite qualification to the issuance to such holder, or the exercise by
such holder, of the Rights in such jurisdiction shall not have been obtained or
be obtainable, or the exercise thereof shall not be permitted under applicable
law or a registration statement shall not have been declared effective. The
Rights Agent may assume that any Right exercised is permitted to be exercised
under applicable law and shall have no liability for acting in reliance upon
such assumption. 


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


                    (e)          The
Company shall pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance or delivery
of the Rights Certificates or of any certificates for a number of 


- 16 -







shares of
Common Stock upon the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax or charge which may be payable in respect of
any transfer or delivery of Rights Certificates to a Person other than, or the
issuance or delivery of certificates for a number of shares of Common Stock in
a name other than that of, the registered holder of the Rights Certificate
evidencing Rights surrendered for exercise or to issue or deliver any
certificates for a number of shares of Common Stock in a name other than that
of the registered holder upon the exercise of any Rights until any such tax or
charge shall have been paid (any such tax or charge being payable by the holder
of such Rights Certificate at the time of surrender) or until it has been
established to the Company’s satisfaction that no such tax or charge is due. 


	
 

	
 

	
 


	
 

	
Section 10.

	
Common Stock Record Date. 






                    Each
Person in whose name any certificate for a number of shares of Common Stock (or
other securities, as the case may be) is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of such
fractional shares of Common Stock (or other securities, as the case may be)
represented thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes and charges)
was made; provided, however, that if the date of such surrender and payment is
a date upon which the Common Stock (or other securities as the case may be)
transfer books of the Company are closed, such Person shall be deemed to have
become the record holder of such shares (fractional or otherwise) on, and such
certificate shall be dated, the next succeeding Business Day on which the
Common Stock (or other securities as the case may be) transfer books of the
Company are open. Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a
shareholder of the Company with respect to shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.  


	
 

	
 

	
 


	
 

	
Section 11.

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





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


                    (a)          (i)          In
the event the Company shall at any time after the Effective Date (A) declare a
dividend on the Common Stock payable in shares of Common Stock, (B) subdivide
the outstanding Common Stock, (C) combine the 


- 17 -







outstanding
Common Stock into a smaller number of shares or (D) issue any shares of its
capital stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and 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 shares of Common Stock or the number and kind of shares of capital
stock issuable on such date, as the case may be, shall be proportionately
adjusted so that the holder of any Right exercised after such time shall be
entitled to receive, upon payment of the aggregate adjusted Purchase Price then
in effect necessary to exercise a Right in full, the aggregate number and kind
of shares of Common Stock or the number and kind of shares of capital stock, as
the case may be, which, if such Right had been exercised immediately prior to
such date and at a time when the Common Stock (or other capital stock, as the
case may be) transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination, or reclassification. If an event occurs
which would require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be
in addition to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof. 


                              (ii)
     Subject to Section 23 and Section 24 hereof, in the event that any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan), alone or together with its Affiliates and Associates, shall
become an Acquiring Person, unless the event causing such Person to become an
Acquiring Person is a transaction set forth in Section 13(a) hereof, then
proper provision shall be made so that promptly following the Redemption Period
(as defined in Section 23(a)), each holder of a Right (except as provided below
and in Section 7(e) hereof) shall thereafter have the right to receive, upon
exercise thereof and payment of an amount equal to the then current Purchase
Price in accordance with the terms of this Agreement, such number of shares of
Common Stock of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the then number of one-half
shares of Common Stock for which a Right was or would have been exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether
or not such Right was then exercisable, and (y) dividing that product (which,
following such first occurrence, shall thereafter be referred to as the
“Purchase Price” for each Right and for all purposes of this Agreement except
to the extent set forth in Section 13 hereof) by 50% of the current per share
market price of the Common Stock (determined pursuant to Section 11(d) hereof)
on the date of such first occurrence (such number of shares, the “Adjustment
Shares”). 


- 18 -








                              (iii)
     In the event that the number of shares of Common Stock which is authorized by
the Company’s Amended and Restated Articles of Incorporation but not
outstanding, or reserved for issuance for purposes other than upon exercise of
the Rights, is not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii), the Board shall, to the extent
permitted by applicable law and by any agreements or instruments then in effect
to which the Company is a party, and subject to any limitations contained in
Section 13.1-653 of the Virginia Stock Corporation Act (A) determine the excess
of (1) the value of the Adjustment Shares issuable upon the exercise of a Right
(the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”),
and (B) with respect to each Right (subject to Section 7(e) hereof), make
adequate provision to substitute for some or all of the Adjustment Shares, upon
exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2)
a reduction in the Purchase Price, (3) other equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred stock
which the Board has deemed to have the same value as shares of Common Stock)
(such shares of equity securities being herein called “common stock
equivalents”), (4) debt securities of the Company, (5) other assets, or (6) any
combination of the foregoing, having an aggregate value equal to the Current
Value, where such aggregate value has been determined by the Board based upon
the advice of an investment banking firm selected by the Board; provided,
however, if the Company shall not have made adequate provision to deliver value
pursuant to clause (B) above within 30 days following the later of (x) the
first occurrence of a Section 11(a)(ii) Event and (y) the date on which the
Company’s right of redemption pursuant to Section 23(a) hereof expires (the
later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger
Date”), then the Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase Price, shares
of Common Stock (to the extent available) and then, if necessary, cash, which
shares and/or cash have an aggregate value equal to the Spread.  


                    If,
upon the occurrence of a Section 11(a)(ii) Event, the Board shall determine in
good faith that it is likely that sufficient additional shares of Common Stock
could be authorized for issuance upon exercise in full of the Rights, then if
the Board so elects, the 30 day period set forth above may be extended to the
extent necessary, but not more than 90 days after the Section 11(a)(ii) Trigger
Date, in order that the Company may seek shareholder approval for the
authorization of such additional shares (such period, as it may be extended,
the “Substitution Period”). To the extent that action is to be taken pursuant
to the preceding provisions of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof, that such action shall apply uniformly
to all outstanding Rights, and (y) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to seek any
authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to the first sentence of this Section
11(a)(iii) and to determine the value thereof. In the event of any such
suspension, the Company shall issue a public announcement stating that the


- 19 -







exercisability
of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. For purposes of this
Section 11(a)(iii), the value of the Common Stock shall be the current per
share market price (as determined pursuant to Section 11(d) hereof) of the
Common Stock on the Section 11(a)(ii) Trigger Date and the value of any “common
stock equivalent” shall be deemed to have the same value as the Common Stock on
such date. The Board may, but shall not be required to, establish procedures to
allocate the right to receive shares of Common Stock upon the exercise of the
Rights among holders of Rights pursuant to this Section 11(a)(iii). 


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


                    (c)          In
case the Company shall fix a record date for a distribution to all holders of
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation) of evidences of indebtedness, cash (other than a regular quarterly
cash 


- 20 -







dividend of
the Company in compliance with Section 13.1-653 of the Virginia Stock
Corporation Act), assets (other than a dividend payable in Common Stock, but
including any dividend payable in stock other than Common Stock), or subscription
rights or warrants (excluding those referred to in Section 11(b) hereof), the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the current per share market
price of the Common Stock (as defined in Section 11(d)) on such record date,
less the fair market value (as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes) of the portion of the cash, assets or
evidences of indebtedness so to be distributed or of such subscription rights
or warrants applicable to a share of Common Stock and the denominator of which
shall be such current per share market price of the Common Stock. Such
adjustment 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)          For
the purpose of any computation under this Agreement, the “current per share
market price” of the Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the 30
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to, but not including, such date; provided, however, that in the event
that the current per share market price of the Common Stock is determined
during a period following the announcement by the issuer of such Common Stock
of (i) a dividend or distribution on such Common Stock payable in shares of
such Common Stock or securities convertible into such Common Stock (other than
the Rights), or (ii) any subdivision, combination or reclassification of such
Common Stock, and prior to the expiration of the requisite 30 Trading Day
period, as set forth above, after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the “current per share 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 shares of Common
Stock are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which the shares of Common Stock are listed or admitted to trading or, if the
shares of Common Stock are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the Over-the-Counter Bulletin Board, as
reported by the National Association of Securities Dealers, Inc. or such other
system then in use, or, if on any such date the  


- 21 -







shares of
Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares of Common Stock selected by the Board. 


                    If
on any such date no market maker is making a market in the Common Stock, the
fair value of such shares on such date as determined in good faith by the Board
shall be used. The term “Trading Day” shall mean a day on which the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business, or, if the shares
of Common Stock are not listed or admitted to trading on any national securities
exchange, the term “Trading Day” shall mean a Monday, a Tuesday, a Wednesday, a
Thursday or a Friday on which banking or trust institutions in the Commonwealth
of Virginia are not authorized or obligated by law or executive order to close.
If the Common Stock is not publicly held or not listed or traded, “current per
share market price” shall mean the fair value per share as determined in good
faith by the Board, whose determination shall be described in a statement filed
with the Rights Agent and shall be conclusive for all purposes. 



                    (e)          Anything
herein to the contrary notwithstanding, no adjustment in the Purchase Price
shall be required unless such adjustment would require an increase or decrease
of at least one percent (1%) in 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 share of Common Stock or other share, as the
case may be. Notwithstanding the first sentence of this Section 11(e), an
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the Expiration Date.  


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


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


- 22 -







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


                    (i)          The
Company may elect on or after the date of any adjustment of the Purchase Price
to adjust the number of Rights, in lieu of any adjustment in the number of
shares of Common Stock issuable upon the exercise of a Right. Each of the
Rights outstanding after such adjustment of the number of Rights shall be
exercisable for the number of shares of Common Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Rights Certificates have been issued, shall be at least 10 days
later than the date of the public announcement. If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Rights Certificates on such record date
Rights Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders
of record in substitution and replacement for the Rights Certificates held by
such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment. Rights Certificates
so to be distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the holders of record
of Rights Certificates on the record date specified in the public announcement.



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


- 23 -







the Purchase
Price per share and the number of shares which were expressed in the initial
Rights Certificates issued hereunder. 


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



                    (l)          In
any case in which this Section 11 shall require that an adjustment in the
Purchase Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event the issuance to
the holder of any Right exercised after such record date the number of shares
of Common Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the number of shares of Common Stock
and other capital stock or securities of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Company shall deliver to such holder a
due bill or other appropriate instrument evidencing such holder’s right to
receive such additional shares 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
the Board, in its sole discretion, shall determine to be advisable in order
that any (i) consolidation or subdivision of the Common Stock, (ii) issuance
wholly for cash of any shares of Common Stock at less than the current per
share market price, (iii) issuance wholly for cash of shares of Common Stock or
securities which by their terms are convertible into or exchangeable for Common
Stock, (iv) stock dividends or (v) issuance of rights, options or warrants
referred to hereinabove in this Section 11, hereafter made by the Company to
holders of its Common Stock shall not be taxable to such shareholders. 


                    (n)          The
Company shall not, at any time after the Distribution Date, (i) consolidate
with any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof), (ii) merge with or into any other
Person (other than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary
to sell or transfer), in one transaction, or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the Company and/or any of its Subsidiaries in one
or more transactions each of which complies with Section 11(o) hereof), if (x)
at the time of or immediately after such consolidation, merger or sale there
are any rights, warrants 


- 24 -







or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately
after such consolidation, merger or sale, the shareholders of the Person who
constitutes, or would constitute, the “Principal Party” for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates and Associates. 


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


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


	
 

	
 

	
 


	
 

	
Section 12.

	
Certificate of Adjusted Purchase Price or Number of Shares. 





                    Whenever
an adjustment is made as provided in Section 11 or Section 13 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts and computations accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Common Stock a copy of such certificate and (c) mail or deliver a
brief summary thereof to each holder of a Rights Certificate (or, if prior to
the Distribution Date, to each holder of a certificate representing shares of
Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment
therein contained and shall not be deemed to have knowledge of any adjustment
unless and until it shall have received such certificate.


- 25 -







	
 

	
 

	
 


	
 

	
Section 13.

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





                    (a)          Subject
to Section 23 hereof, in the event that, following the Stock Acquisition Date,
directly or indirectly, 


	
 

	
 

	
 


	
 

	
 

	
                (w)          the
 Company shall consolidate with, or merge with and into, any other Person
 (other than a Subsidiary of the Company in a transaction which complies with
 Section 11(o) hereof), 


	
 

	
 

	
 


	
 

	
 

	
                (x)          any
 Person (other than a Subsidiary of the Company in a transaction which
 complies with Section 11(o) hereof) shall consolidate with, or merge with or
 into, the Company, and the Company shall be the continuing or surviving
 corporation of such consolidation or merger and, in connection with such
 consolidation or merger, all or part of the outstanding shares of Common
 Stock shall be changed into or exchanged for stock or other securities of any
 other Person (or of the Company) or cash or any other property, 


	
 

	
 

	
 


	
 

	
 

	
                (y)          the
 Company shall be a party to a statutory share exchange with any other person
 (other than a Subsidiary of the Company in a transaction that complies with
 Section 11(o) hereof) 


	
 

	
 

	
 


	
 

	
 

	
                (z)          the
 Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall
 sell or otherwise transfer), in one transaction or a series of related
 transactions, assets or earning power aggregating more than 50% of the assets
 or earning power of the Company and its Subsidiaries (taken as a whole) to
 any Person or Persons (other than the Company or any of its Subsidiaries in
 one or more transactions each of which complies with Section 11(o) hereof), 





then, and in
each such case, proper provision shall be made so that: 


	
 

	
 

	
 

	
 


	
 

	
 

	
                               (i)          each
 holder of a Right, except as provided in Section 7(e) hereof, shall, upon the
 expiration of the Redemption Period (as defined in Section 23(a) hereof),
 thereafter have the right to receive, upon the exercise thereof at the then
 current Purchase Price in accordance with the terms of this Agreement, such
 number of validly authorized and issued, fully paid, non-assessable and
 freely tradable shares of Common Stock of the Principal Party (as hereinafter
 defined), not subject to any liens, encumbrances, rights of first refusal or
 other adverse claims, as shall be equal to the result obtained by





- 26 -







	
 

	
 

	
 


	
 

	
 

	
                                             (1)          multiplying
 the then current Purchase Price by the number of one-half shares of Common
 Stock for which a Right was exercisable immediately prior to the first
 occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has
 occurred prior to the first occurrence of a Section 13 Event, multiplying the
 number of one-half shares of Common Stock for which a Right was exercisable
 immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
 Purchase Price in effect immediately prior to such first occurrence), and 


	
 

	
 

	
 


	
 

	
 

	
                                             (2)          dividing
 that product (which product, following the first occurrence of a Section 13
 Event, shall be referred to as the “Purchase Price” for each Right and for
 all purposes of this Agreement) by 50% of the current per share market price
 of the shares of Common Stock of such Principal Party on the date of consummation
 of such Section 13 Event (or the fair market value on such date of other
 securities or property of the Principal Party, as provided for herein); 


	
 

	
 

	
 


	
 

	
 

	
                               (ii)          such
 Principal Party shall thereafter be liable for, and shall assume, by virtue
 of such Section 13 Event, all the obligations and duties of the Company
 pursuant to this Agreement; 


	
 

	
 

	
 


	
 

	
 

	
                               (iii)          the
 term “Company” shall thereafter be deemed to refer to such Principal Party,
 it being specifically intended that the provisions of Section 11 hereof shall
 apply only to such Principal Party following the first occurrence of a
 Section 13 Event; 


	
 

	
 

	
 


	
 

	
 

	
                               (iv)          such
 Principal Party shall take such steps (including, but not limited to, the
 reservation of a sufficient number of shares of its Common Stock) in
 connection with the consummation of any such transaction as may be necessary
 to assure that the provisions hereof shall thereafter be applicable, as
 nearly as reasonably may be, in relation to its shares of Common Stock
 thereafter deliverable upon the exercise of the Rights; and 


	
 

	
 

	
 


	
 

	
 

	
                               (v)          the
 provisions of Section 11(a)(ii) hereof shall be of no effect following the
 first occurrence of any Section 13 Event. 


	
 

	
 

	
 


	
 

	
 

	
(b)          “Principal
 Party” shall mean 


	
 

	
 

	
 


	
 

	
 

	
                               (i)          in
 the case of any transaction described in clause (w), (x) or (y) of the first
 sentence of Section 13(a) hereof, (A) the Person (including the Company as
 successor thereto or as the surviving corporation) that is the issuer of any
 securities into which shares of Common Stock of the Company are converted in
 the merger,





- 27 -







	
 

	
 

	
 


	
 

	
 

	
consolidation
 or statutory share exchange so described, or, if there is more than one such
 issuer, the issuer of Common Stock that has the highest aggregate current per
 share market price (as determined pursuant to Section 11(d) hereof) and (B)
 if no securities or other equity interests are so issued, the Person (including
 the Company as successor thereto or as the surviving corporation) that is the
 other constituent party to such merger, consolidation or statutory share
 exchange, or, if there is more than one such Person, the Person that is a
 constituent party to such merger, consolidation or statutory share exchange,
 the Common Stock of which has the highest aggregate current per share market
 price (as determined pursuant to Section 11(d) hereof); and


	
 

	
 

	
 


	
 

	
 

	
                               (ii)          in
 the case of any transaction described in clause (z) of the first sentence of
 Section 13(a) hereof, the Person that is the party receiving the greatest
 portion of the assets or earning power transferred pursuant to such
 transaction or transactions, or, if each Person that is a party to such
 transaction or transactions receives the same portion of the assets or
 earning power transferred pursuant to such transaction or transactions or if
 the Person receiving the greatest portion of the assets or earning power
 cannot be determined, whichever of such Persons is the issuer of Common Stock
 having the highest aggregate current per share market price (as determined
 pursuant to Section 11(d) hereof);





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


- 28 -







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


	
 

	
 


	
 

	
                    (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 use its best efforts to cause such registration
 statement to (A) become effective as soon as practicable after such filing
 and (B) remain effective (with a prospectus at all times meeting the
 requirements of the Securities Act) until the Expiration Date; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
                    (iii)          use
 its best efforts to obtain any necessary regulatory approvals in respect of
 the securities purchasable upon exercise of outstanding Rights; and 


	
 

	
 


	
 

	
                    (iv)          use
 its best efforts, if such Common Stock of the Principal Party shall be listed
 or admitted to trading on the New York Stock Exchange or on another national
 securities exchange or on The NASDAQ Stock Market, to list or admit to
 trading (or continue the listing of) the Rights and the securities
 purchasable upon exercise of the Rights on the New York Stock Exchange or on
 such securities exchange or on The NASDAQ Stock Market, or if the securities
 of the Principal Party purchasable upon exercise of the Rights shall not be
 listed or admitted to trading on the New York Stock Exchange or a national
 securities exchange or on The NASDAQ Stock Market, to cause the Rights and
 the securities purchasable upon exercise of the Rights to be reported by such
 other system then in use. 


	
 

	
 


	
                    (d)          In
 case the Principal Party that is to be a party to a transaction referred to
 in this Section 13 has at the time of such transaction, or immediately
 following such transaction shall have, a provision in any of its authorized
 securities or in its certificate or articles of incorporation or by-laws or other
 instrument governing its affairs, or any other agreements or arrangements,
 which provision would have the effect of (i) causing such Principal Party to
 issue, in connection with,





- 29 -







or as a
consequence of, the consummation of a transaction referred to in this Section
13, shares of Common Stock of such Principal Party at less than the then
current per share market price (as determined pursuant to Section 11(d) hereof)
or securities exercisable for, or convertible into, Common Stock of such Principal
Party at less than such then current per share market price (other than to
holders of Rights pursuant to this Section 13), (ii) providing for any special
payment, tax or similar provisions in connection with the issuance of the
Common Stock of such Principal Party pursuant to the provisions of this Section
13 or (iii) otherwise eliminating or substantially diminishing the benefits
intended to be afforded by the Rights in connection with, or as a consequence
of, the consummation of a transaction referred to in this Section 13, then, in
such event, the Company shall not consummate any such transaction unless prior
thereto the Company and such Principal Party shall have executed and delivered
to the Rights Agent a supplemental agreement providing that the provision in
question of such Principal Party shall have been cancelled, waived or amended,
or that the authorized securities shall be redeemed, so that the applicable
provision shall have no effect in connection with, or as a consequence of, the
consummation of such transaction. 


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


	
 

	
 

	
 


	
 

	
Section 14.

	
Fractional Rights and Fractional Shares. 





                    (a)          The
Company shall not be required to issue fractions of Rights except prior to the
Distribution Date as provided in Section 11(p) hereof, or to distribute Rights
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of the whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, or, in case no such sale takes place on such day, the average of
the high bid and low asked prices, in either case as reported by 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 such other system then in use or, if on
any such date the Rights are not quoted by any such organization, the average
of the closing bid and 


- 30 -







asked prices
as furnished by a professional market maker making a market in the Rights
selected by the Board. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board shall be used. In the event the Rights are listed or
admitted to trading on a national securities exchange, the closing price 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 high bid and low asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to the national securities exchange
on which the Rights are listed or admitted to trading. 


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


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


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


	
 

	
 

	
 


	
 

	
Section 15.

	
Rights of Action. 





                    All
rights of action in respect of this Agreement, except the rights of action
vested in the Rights Agent pursuant to Section 18 and Section 19 hereof, are
vested in the respective registered holders of the Rights Certificates (and,
prior to 


- 31 -







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


	
 

	
 

	
 


	
 

	
Section 16.

	
Agreement of Rights Holders. 





                    Every
holder of a Right by accepting such Right 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 shall be transferable only in connection
with the transfer of the Common Stock; 


                    (b)          after
the Distribution Date, the Rights Certificates shall be transferable only on
the registry books of the Rights Agent if surrendered at the office of the
Rights Agent designated for such purposes, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate form of assignment and
the certificate contained therein duly completed and executed; 


                    (c)          any
restriction on transfer imposed or deemed to be imposed by this Agreement is
valid and enforceable against the holder and any transferee of the holder in
accordance with Section 13.1-649 of the Virginia Stock Corporation Act; 


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


- 32 -








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


	
 

	
 

	
 


	
 

	
Section 17.

	
Rights Certificate Holder Not Deemed a Shareholder. 





                    No
holder, as such, of any Rights Certificate shall be entitled to vote, to
receive dividends or to be deemed for any purpose the holder of the Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Rights Certificate be construed to confer upon the holder of
any Rights Certificate, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Rights Certificate shall have been exercised in
accordance with the provisions hereof. 


	
 

	
 

	
 


	
 

	
Section 18.

	
Duties of Rights Agent. 





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


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


                    (b)          Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including, without
limitation, the identity of any Acquiring Person and the determination of
“current per share market price”) be proved or established by the


- 33 -







Company prior
to taking or suffering or omitting to take 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 person believed by the Rights Agent to be any one of
the Chairman of the Board, President, a 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, and the Rights
Agent shall incur no liability, for or in respect of, any action taken, omitted
or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate. 


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


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


                    (e)          The
Rights Agent is serving as an administrative agent and shall not be under any
responsibility in respect of the validity of any provision of this Agreement or
the execution and delivery of this Agreement (except the due execution hereof
by the Rights Agent) or in respect of the validity or execution of any Rights
Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this
Agreement or in any Rights Certificate; nor shall it be responsible for any
change in the exercisability of the Rights (including the Rights becoming null
and void pursuant to Section 7(e) hereof) or any adjustment required under any
of the provisions hereof or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after the Rights Agent’s actual receipt of
notice of any such adjustment); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Agreement or any
Rights Certificate or as to whether any shares of Common Stock will, when so
issued, be validly authorized and issued, fully paid and non-assessable, nor
shall the Rights Agent be responsible for the legality of the terms hereof in
its capacity as an administrative agent. 


                    (f)          The
Company shall 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.


- 34 -







                    (g)          The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any person believed by
the Rights Agent to be any one of the Chairman of the Board, the Chief
Executive Officer, the President, a 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, omitted to be taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions. Any application by the Rights Agent for
written instructions from the Company may, at the option of the Rights Agent,
set forth in writing any action proposed to be taken, suffered or omitted by
the Rights Agent under this Agreement and the date on or after which such
action shall be taken or suffered or such omission shall be effective. The
Rights Agent shall not be liable for any action taken or suffered by, or
omission of, the Rights Agent in accordance with a proposal included in any
such application on or after the date specified in such application (which date
shall not be less than five Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to an earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the Rights Agent
shall have received written instruction in response to such application
specifying the action to be taken, suffered or omitted. 


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


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


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


- 35 -







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


                    (l)          The
Rights Agent undertakes only the express duties and obligations imposed on it
by this Agreement and no implied duties or obligations shall be read into this
Agreement against the Rights Agent. 


                    (m)          In
addition to the foregoing, the Rights Agent shall be protected and shall incur
no liability for, or in respect of, any action taken or omitted by it in
connection with its administration of this Agreement if such acts or omissions
are in reliance upon (i) the proper execution of the certification concerning
beneficial ownership appended to the form of assignment and the form of
election to purchase attached to the Rights Certificate unless the Rights Agent
shall have actual knowledge that, as executed, such certification is untrue, or
(ii) the non-execution of such certification including, without limitation, any
refusal to honor any otherwise permissible assignment or election by reason of
such non-execution. 


                    (n)          The
Company agrees to give the Rights Agent prompt written notice of any event or
ownership which would prohibit the exercise or transfer of the Rights
Certificates. 


	
 

	
 

	
 


	
 

	
Section 19.

	
Compensation and Indemnification of 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 expenses 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, its officers, employees, agents and
directors for, and to hold each of them harmless against, any loss, liability,
or expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for any action taken, suffered or omitted by the
Rights Agent or such other indemnified party in connection with the acceptance
and administration of this Agreement and the exercise of its duties hereunder,
including, but not limited to, the
costs and expenses of defending against any claim (whether asserted by the
Company, a holder of Rights or any other Person) of liability in the premises.
The indemnity provided for hereunder shall survive the expiration of the Rights
and the termination of this Agreement. 


- 36 -







                    (b)          The
Rights Agent shall be authorized and 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 or the exercise of its duties hereunder in
reliance upon any Rights Certificate or certificate for Common Stock or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed 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
or with which it may be consolidated, or any Person resulting from any merger
or consolidation to which the Rights Agent or any successor Rights Agent shall
be a party, or any Person succeeding to all or substantially all the stock
transfer business of the Rights Agent or any successor Rights Agent, shall be
the successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties
hereto; provided, however, that such Person would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21 hereof. In case
at the time such successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Rights Certificates shall have been countersigned
but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such
cases such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.  


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


	
 

	
 

	
 


	
 

	
Section 21.

	
Change of Rights Agent. 





                    The
Rights Agent or any successor Rights Agent may resign and be discharged from
its duties under this Agreement upon 30 days’ notice in writing mailed to the
Company and to each transfer agent of the Common Stock by


- 37 -







registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Rights Certificate (who shall, with such
notice, submit his Rights Certificate for inspection by the Company), then the
Rights Agent or registered holder of any Rights Certificate may, at the expense
of the Company, 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 (i) a Person organized
and doing business under the laws of the United States or of the Commonwealth
of Virginia or the State of New York (or of any other state of the United
States so long as such Person is authorized to do business as a banking
institution in the Commonwealth of Virginia or the State of New York), in good
standing, having a principal office in the Commonwealth of Virginia or the
State of New York which is authorized under such laws to exercise corporate
trust power and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million or (ii) an affiliate of
such a Person. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock, and mail a notice thereof in writing to the
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be. 


	
 

	
 

	
 


	
 

	
Section 22.

	
Issuance of New Rights Certificates. 





                    Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by the Board to reflect any adjustment or change
in the Purchase Price per share and the number or kind of class of shares or
other securities or property purchasable under the Rights 


- 38 -







Certificates
made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of shares of Common Stock following the
Distribution Date (other than upon exercise of a Right) and prior to the
redemption or expiration of the Rights, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock
options or under any employee plan or arrangement, or upon the exercise, conversion
or exchange of securities hereinafter issued by the Company, and (b) may, in
any other case, if deemed necessary or appropriate by the Board, issue Rights
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) no such Rights Certificate
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Rights Certificates
would be issued, and (ii) no such Rights Certificates shall be issued if, and
to the extent that, appropriate adjustment shall otherwise have been made in
lieu of the issuance thereof.  


	
 

	
 

	
 


	
 

	
Section 23.

	
Redemption. 






                    (a)          The
Board may, at its option, at any time during the period commencing on the Rights
Dividend Declaration Date and ending on the earlier of (i) the Close of
Business on the tenth business day following the Stock Acquisition Date (or, if
the Stock Acquisition Date shall have occurred prior to the Record Date, the
Close of Business on the tenth day following the Record Date), as such period
may be extended or shortened in the discretion of the Board (the “Redemption
Period”) or (ii) the Final Expiration Date, cause the Company to redeem all but
not less than all the then outstanding Rights at a redemption price of $.001
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the Effective Date
(such redemption price being hereinafter referred to as the “Redemption
Price”); provided, however, that, if the Board authorizes redemption of the
Rights or a change in the Redemption Period on or after the time a Person
becomes an Acquiring Person, then such authorization shall require the
concurrence of two-thirds of the authorized number of members of the Board.
Notwithstanding anything contained in this Agreement to the contrary, the
Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of
redemption hereunder has expired. The redemption of the Rights by the Board
pursuant to this paragraph (a) may be made effective at such time, on such
basis and with such conditions as the Board in its sole discretion may
establish. The Company may, at its option, pay the Redemption Price in cash,
shares of Common Stock (based on the current per share market price of the
Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board.  


- 39 -








                    (b)          Immediately
upon the action of the Board ordering the redemption of the Rights, evidence of
which shall have been filed with the Rights Agent and without any further
action and without any notice, the right to exercise the Rights shall terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Promptly after the action of the Board 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 all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Stock; provided, however,
that the failure to give or any defect in, any such notice shall not affect the
validity of such redemption. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of redemption shall state the method by which the payment of
the Redemption Price will be made.  


	
 

	
 

	
 


	
 

	
Section 24.

	
Exchange. 





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


                    (b)          Immediately
upon the action of the Board ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of shares
of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice
of any such exchange; provided, however, that the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such exchange to all
of the holders of such Rights at their 


- 40 -







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 shall state the method
by which the exchange of Common Stock for Rights will be effected and, in the
event of any partial exchange, the number of Rights that shall be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of Section
7(e) hereof) held by each holder of Rights. 


                    (c)          In
any exchange pursuant to this Section 24, the Company, at its option, may
substitute common stock equivalents (as defined in Section 11(a)(iii) hereof)
for shares of Common Stock exchangeable for Rights, at the initial rate of one
common stock equivalent for each share of Common Stock, as appropriately
adjusted to reflect adjustments in dividend, liquidation and voting rights of common
stock equivalents pursuant to the terms thereof, so that each common stock
equivalent delivered in lieu of each share of Common Stock shall have
essentially the same dividend, liquidation and voting rights as one share of
Common Stock. 


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


                    (e)          The
Company shall not be required to issue fractions of shares of Common Stock or
to distribute certificates which evidence fractional shares of Common Stock. In
lieu of such fractional shares, the Company shall pay 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 a whole share of Common Stock. For the purposes of this
paragraph (e), the current market value of a whole share of Common Stock shall
be the closing price of a share of Common Stock (as determined pursuant to the
second and the following sentences of Section 11(d) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24. 


	
 

	
 

	
 


	
 

	
Section 25.

	
Notice of Certain Events. 





                    (a)          In
case the Company shall propose, at any time after the Distribution Date (i) to
pay any dividend payable in capital stock of any class to the holders of Common
Stock or to make any other distribution to the holders of Common Stock (other
than a regular quarterly cash dividend of the Company in compliance with
Section 13.1-653 of the Virginia Stock Corporation Act) or (ii) to offer to the
holders of Common Stock rights or warrants to subscribe for or to purchase any
additional shares of Common Stock or shares of capital stock of any 


- 41 -







class or any
other securities, rights or options, or (iii) to effect any reclassification of
its Common Stock (other than a reclassification involving only the subdivision
of outstanding Common Stock), or (iv) to effect any consolidation or merger
into or with, or to effect a statutory share exchange 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 (v) to effect the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall give to each
holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger,
statutory share exchange, sale, transfer, liquidation, dissolution, or winding
up is to take place and the date of participation therein by the holders of the
shares of Common Stock, if any such date is to be fixed, and such notice shall
be so given in the case of any action covered by clause (i) or (ii) above at
least 20 days prior to the record date for determining holders of the shares of
Common Stock for purposes of such action and in the case of any such other
action, at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of the shares of
Common Stock whichever shall be the earlier. 


                    (b)          In
case any Section 11(a)(ii) Event shall occur, then, the Company shall as soon
as practicable thereafter give to each holder of a Rights Certificate and to
the Rights Agent, to the extent feasible and in accordance with Section 26
hereof, a notice of the occurrence of such event, which shall specify the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
hereof. 


	
 

	
 

	
 


	
 

	
Section 26.

	
Notices. 





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


	
 

	
 


	
 

	
Shenandoah
 Telecommunications Company


	
 

	
500 Shentel
 Way


	
 

	
P.O. Box 459


	
 

	
Edinburg,
 Virginia 22824


	
 

	
 


	
 

	
Attention:
 General Counsel





- 42 -







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


	
 

	
 


	
 

	
American
 Stock Transfer and Trust Company


	
 

	
59 Maiden
 Lane


	
 

	
Plaza Level


	
 

	
New York, NY
 10038


	
 

	
Attention:
 Herb Lemmer, General Counsel





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


	
 

	
 

	
 


	
 

	
Section 27.

	
Supplements and Amendments. 






                    Except
as provided in the penultimate sentence of this Section 27, at any time prior
to the time at which any Person becomes an Acquiring Person, the Company may in
its sole and absolute discretion, and the Rights Agent shall if the Company so
directs, supplement or amend any provision of this Agreement in any respect
without the approval of any holders of the Rights. At any time following the
time at which any Person becomes an Acquiring Person, except as provided in the
penultimate sentence of this Section 27, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without
the approval of any holders of Rights; provided, however, that no such
supplement or amendment may (a) adversely affect the interests of the holders
of Rights as such (other than an Acquiring Person or any Affiliate or Associate
of an Acquiring Person), (b) cause this Agreement again to become amendable
other than in accordance with this sentence or (c) cause the Rights again to
become redeemable at such time as the Rights are not then redeemable.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price. Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the supplement or amendment is in compliance with the terms of this
Section 27, the Rights Agent shall execute such supplement or amendment;
provided, however, that any supplement or amendment that does not amend
Sections 18, 19, 20 or 21 hereof or this Section 27 in a manner adverse to the
Rights Agent shall become effective immediately upon execution by the Company,
whether or not also executed by the Rights Agent.  


- 43 -







	
 

	
 

	
 


	
 

	
Section 28.

	
Successors. 





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


	
 

	
 

	
 


	
 

	
Section 29.

	
Determinations and Actions by the Board, etc. 





                    (a)          For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common
Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board (with, where specifically provided
for herein, the concurrence of two-thirds of the authorized number of members
of the Board) shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board (with, where specifically provided for herein, the concurrence of
two-thirds of the authorized number of members of the Board) or to the Company,
or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed necessary
or advisable for the administration of this Agreement (including without
limitation a determination to redeem or not redeem the Rights or to amend the Agreement).
All such actions, calculations, interpretations and determinations which are
done or made by the Board (with, where specifically provided for herein, the
concurrence of two-thirds of the authorized number of members of the Board) in
good faith, shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other Persons. 


                    (b)          It
is understood that a committee of the Board of Directors comprised of
independent directors selected by the Board of Directors (the “TIDE Committee”)
shall review and evaluate this Agreement at least once every three years to
determine whether the maintenance of this Agreement continues to be in the
interests of the Company and its shareholders. Following each such review, the
TIDE Committee will communicate its conclusions to the full Board of Directors,
including any recommendation in light thereof as to whether this Agreement
should be modified or the Rights should be redeemed. 


                    (c)          The
TIDE Committee shall have the power and authority to set its own agenda and
retain, at the expense of the Company, its choice of legal counsel, financial
advisors and/or other advisors. The TIDE Committee shall have the power and
authority to review all information of the Company and to consider 


- 44 -







any and all
factors it deems relevant to an evaluation of whether to maintain or modify
this Agreement or redeem the Rights. 


	
 

	
 

	
 


	
 

	
Section 30.

	
Benefits of this Agreement. 





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


	
 

	
 

	
 


	
 

	
Section 31.

	
Severability. 






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


	
 

	
 

	
 


	
 

	
Section 32.

	
Governing Law. 





                    This
Agreement, each Right and each Rights Certificate issued hereunder shall be
deemed to be a contract made under the laws of the Commonwealth of Virginia and
for all purposes shall be governed by and construed in accordance with laws of
such Commonwealth applicable to contracts made and performed entirely within
such Commonwealth. 


	
 

	
 

	
 


	
 

	
Section 33.

	
Counterparts. 





                    This
Agreement may be executed in any number of counterparts. It shall not be
necessary that the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or on behalf of
each party appears on one or more of the counterparts. All counterparts shall
collectively 


- 45 -







constitute a
single agreement. It shall not be necessary in any proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of or on behalf of all of the parties. 


	
 

	
 

	
 


	
 

	
Section 34.

	
Descriptive Headings. 





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


- 46 -







                    IN
WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be
duly executed on January 24, 2008


	
 

	
 

	
 

	
 


	
 

	
SHENANDOAH TELECOMMUNICATIONS 


	
 

	
COMPANY


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 

	
Christopher E. French


	
 

	
 

	
 

	
President


	
 

	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER AND


	
 

	
TRUST COMPANY


	
 

	
 


	
 

	
By

	
:

	
 


	
 

	
 

	



	
 

	
 

	
 

	
Kenneth E. Staab


	
 

	
 

	
 

	
Senior Vice President






- 47 -









 


	
 

	
 

	
 


	
EXHIBITS


	
 

	
 

	
 


	
Exhibit A

	
-

	
Summary of Rights to Purchase Common Stock


	
Exhibit B

	
-

	
Form of Rights Certificate


	
Exhibit C

	
-

	
Rights Notice











Exhibit A


SUMMARY OF RIGHTS TO PURCHASE

COMMON STOCK


          The
Board of Directors of Shenandoah Telecommunications Company, a Virginia
corporation (the “Company”), has declared a dividend distribution of one right
(“Right”) for each outstanding share of common stock, no par value, of the
Company (the “Common Stock”). The distribution is payable to shareholders of
record on February 8, 2008. Each Right, when exercisable, entitles the
registered holder to purchase from the Company one-half of a share Common Stock
at a price of $40 per one-half share (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 and Trust Company as Rights Agent (the “Rights Agent”).


          Initially,
the Rights will be attached to all certificates representing shares of Common
Stock then outstanding, and no separate certificates evidencing the Rights will
be distributed. The Rights will separate from the Common Stock and a
distribution of Rights Certificates (as defined below) will occur upon the
earlier to occur of (i) 10 business days following a public announcement
that a person or group of affiliated or associated persons (an “Acquiring Person”)
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the “Stock Acquisition Date”)
or (ii) 10 business days (or such later date as the Board of Directors of
the Company may determine) following the commencement of, or the first public
announcement of the intention to commence, a tender offer or exchange offer,
the consummation of which would result in the beneficial ownership by a person
of 15% or more of the outstanding shares of Common Stock (the earlier of such
dates being called the “Distribution Date”).


          Until
the Distribution Date, (i) the Rights will be evidenced by book-entry or
by the Common Stock certificates, and will be transferred with and only with
the Common Stock, (ii) new Common Stock certificates issued after
February 8, 2008 upon transfer or new issuance of the Common Stock
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the transfer of Common Stock will also constitute the transfer of
the Rights associated with the Common Stock represented by the Common Stock.


          The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on February 8, 2018, unless earlier redeemed or exchanged
by the Company as described below. 







          As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the “Rights Certificates”) will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will evidence the
Rights. Except as otherwise determined by the Board of Directors of the
Company, only shares of Common Stock issued prior to the Distribution Date will
be issued with Rights.


          In
the event that a Person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock, each holder of a Right will, after the end
of a redemption period referred to below, have the right to exercise the Right
by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times such amount. Notwithstanding any of the foregoing,
following the occurrence of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.


          For
example, at a Purchase Price of $40 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $80 worth of
Common Stock (or other consideration, as noted above) for $40. 


          In
the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction, or
(ii) 50% or more of the Company’s assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall, after the expiration of the redemption period
referred to below, have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the Purchase Price of
the Right (e.g., common stock of the acquiring company having a value of
$80 for the $40 Purchase Price).


          At
any time after a person or group of affiliated or associated persons becomes an
Acquiring Person and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one share of Common Stock
per each outstanding Right or, in certain circumstances, other equity
securities of the Company which are deemed by the Board of Directors of the
Company to have the same value as shares of Common Stock, subject to
adjustment.


- 2 -







          In
general, the Board of Directors of the Company, may cause the Company to redeem
the Rights in whole, but not in part, at any time until the tenth business day
following the Stock Acquisition Date (the “Redemption Period”) at a price of
$.001 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors of the Company). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem the
Rights will require the concurrence of the two-thirds of Directors. Immediately
upon the action of the Board of Directors of the Company ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.001 redemption price.


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


          In
addition, the Board of Directors will appoint a committee (the “TIDE
Committee”) that is comprised of independent directors of the Company to review
and evaluate the Rights Agreement in order to consider whether it continues to
be in the interest of the Company and its shareholders at least every three
years. Following each such review, the TIDE Committee will communicate its
conclusions to the full Board of Directors, including any recommendation as to
whether the Rights Agreement should be modified or the Rights should be
redeemed. 


* * *


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


- 3 -







Exhibit B


Form of Rights
Certificate


	
 

	
 


	
Certificate No. R- __________

	
__________Rights








	
 

	
 


	
 

	
NOT EXERCISABLE AFTER FEBRUARY 8, 2018 OR EARLIER IF
  REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION,
  AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT ON THE TERMS SET FORTH IN
  THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED
  BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH PERSON (AS
  SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
  SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE,
  AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE
  REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY
  SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED
  OR BE OBTAINABLE. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
  WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
  AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
  IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
  REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
  SECTION 7(e) OF SUCH AGREEMENT.] */









	
 

	
 


	
*/

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











	
 


	
Rights
  Certificate


	
 


	






          This
certifies that __________________, or its 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, entered into on January 24, 2008 and effective as of February 8,
2008, as the same may be amended from time to time (the “Rights Agreement”),
between Shenandoah Telecommunications Company, a Virginia corporation (the
“Company”), and American Stock Transfer and Trust Company as Rights Agent (the
“Rights Agent”), to purchase from the Company at any time prior to February 8,
2018 at the office or offices of the Rights Agent designated for such purpose,
or its successors as Rights Agent, one-half of fully paid, non-assessable share
of common stock, no par value, of the Company (the “Common Stock”), at a
purchase price of $____ per one-half share (the “Purchase Price”), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certificate duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of _______, based
on the Common Stock as constituted at such date, and are subject to adjustment
upon the happening of certain events as provided in the Rights Agreement.
Capitalized terms used and not defined herein shall have the meanings specified
in the Rights Agreement. 


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


          The
Rights evidenced by this Rights Certificate shall not be exercisable, and shall
be void so long as held, by a holder in any jurisdiction where the requisite
qualification to the issuance to such holder, or the exercise by such holder,
of the Rights in such jurisdiction shall not have been obtained or be
obtainable.


          As
provided in the Rights Agreement, the Purchase Price and the number and kind of
shares of Common Stock or other securities, which may be purchased upon the
exercise of the Rights evidenced by this Rights Certificate are


2







subject to modification and adjustment upon the
happening of certain events, including Triggering Events (as such term is
defined in the Rights Agreement).


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


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


          Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be redeemed by the Company at its option at a redemption price
of $.001 per Right at any time prior to the earlier of the close of business on
(i) the tenth business day following the Stock Acquisition Date, and
(ii) the Final Expiration Date (as defined in the Rights Agreement). Under
certain circumstances set forth in the Rights Agreement, the decision to redeem
shall require the concurrence of two-thirds of the Directors. 


          At
any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Common Stock, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by such Acquiring Person which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock per each outstanding Right or,
in certain circumstances, other equity securities of the Company which are
deemed by the Company’s Board of Directors to have the same value as shares of
Common Stock, subject to adjustment.


          No
fractional shares of Common Stock will be issued upon the exercise of any Right
or Rights evidenced hereby (other than fractions which are integral multiples
of one-half of a share of Common Stock, which may, at the election of the


3







Company, be evidenced by depositary receipts), but in
lieu thereof a cash payment will be made, as provided in the Rights Agreement.


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


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


4







          WITNESS
the facsimile signature of the proper officers of the Company.


	
 

	
 

	
 


	
Dated as of __________, _____

	
 

	
 


	
 

	
SHENANDOAH


	
 

	
TELECOMMUNICATIONS COMPANY


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	








	
 

	
 

	
 


	
 

	
Name: 

	
 


	
 

	
 

	








	
 

	
 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	









	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	







	
 

	
 

	
 


	
 

	
Name: 

	
 


	
 

	
 

	








	
 

	
 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	






	
 

	
 

	
 

	
 


	
Countersigned:


	
 


	
Dated as of __________, _____


	
 


	
AMERICAN STOCK TRANSFER AND TRUST, 


	
as rights agent


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
 

	
Authorized Signatory





5







Form of Reverse
Side of Rights Certificate


FORM OF ASSIGNMENT


(To be executed by the registered holder if

such holder desires to transfer the

Rights Certificate.)


	
 


	
FOR VALUE RECEIVED ___________________________________________________________________


	
hereby sells, assigns and transfers unto__________________________________________________________


	
 


	
_________________________________________________________________________________________


	
(Please print name and address of transferee)


	
 


	



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





Dated: __________, ______


	
 

	
 


	
 

	



	
 

	
Signature





Signature Guaranteed:







Certificate


          The
undersigned hereby certifies by checking the appropriate boxes that:


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


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


	
 

	
 


	
 

	
 


	
Dated: __________, ______

	



	
 

	
Signature





Signature Guaranteed:







NOTICE


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







FORM OF ELECTION TO PURCHASE


(To be executed if the registered holder

desires to exercise Rights represented

by the Rights Certificate.)


	
 

	
 

	
 


	
To:

	
_________________________

	
 


	
 

	
 

	
 


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








	
 

	
 

	
 


	



	
(Please print name and address)


	
 

	
 

	
 


	



	
 

	
 

	
 


	
Please insert social security

	
 

	
 


	
or other identifying number: _______________________

	
 





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


	
 

	
 

	
 


	
 


	



	
(Please print
  name and address)


	
 


	



	
 

	
 

	
 


	
Please insert social security

	
 

	
 


	
or other identifying number: 

	
________________________

	
 







	
 

	
 


	
__________________________________________________________

	
 


	
 


	
Dated: __________, _____ 

	



	
 

	
Signature





Signature Guaranteed:







Certificate


          The
undersigned hereby certifies by checking the appropriate boxes that:


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


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


	
 

	
 


	
 

	
 


	
Dated:___________ ______

	



	
 

	
Signature





Signature Guaranteed:







NOTICE


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







Exhibit C


RIGHTS NOTICE


Common stock purchase rights are associated with the shares of Common
Stock of the Company pursuant to the Rights Agreement between Shenandoah
Telecommunications Company, a Virginia corporation (the “Company”), and
American Stock Transfer and Trust Company, (the “Rights Agent”) entered into on
January 24, 2008 and effective as of February 8, 2008, as it may be amended from time to time (the “Rights Agreement”),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights (as
defined in the Agreement) will be evidenced by separate certificates and will
no longer be associated with and trade together with the shares of Common Stock
of the Company. The rights are not exercisable prior to the occurrence of
certain events specified in the Rights Agreement. Under certain circumstances,
as set forth in the Rights Agreement, the securities or property for which the
Rights may be exercised may be adjusted, and the Rights may be redeemed, may be
exchanged, may expire, or may be amended. As set forth in the Rights Agreement,
Rights beneficially owned by any Person (as defined in the Rights Agreement)
who becomes an Acquiring Person or  any
Affiliate thereof (as such terms are defined in the Rights Agreement) become
null and void. The Company will mail to the holder of shares of Common Stock of
the Company a copy of the Rights Agreement without charge after receipt of a
written request therefor.


*    *    *