exhibit41.htm


    Exhibit
      4.1

    
      

      

    

    


    


    


    


    


    


    OLD
      REPUBLIC INTERNATIONAL CORPORATION

    


    


    and

    


    


    WELLS
      FARGO BANK, N.A.

    


    


    Rights
      Agent

     

    


    


    
      
        

      



     

    


    Amended
      and Restated Rights Agreement

    


    


    


    Amended
      and Restated as of November 19, 2007

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      

      

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              Section
                1.

            	
              Certain
                Definitions                                                                                                   

            	
              2.

            
	 	 	 
	
              Section
                2.

            	
              Appointment
                of Rights
                Agent                                                                                                   

            	
              6.

            
	 	 	 
	
              Section
                3.

            	
              Issuance
                of Right
                Certificates                                                                                                   

            	
              6.

            
	 	 	 
	
              Section
                4.

            	
              Form
                of Right
                Certificates                                                                                                   

            	
              8.

            
	 	 	 
	
              Section
                5.

            	
              Countersignature
                and
                Registration                                                                                                   

            	
              9.

            
	 	 	 
	
              Section
                6.

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

            	
              10.

            
	 	 	 
	
              Section
                7.

            	
              Exercise
                of Rights; Purchase Price; Expiration Date of Rights

            	
              11.

            
	 	 	 
	
              Section
                8.

            	
              Cancellation
                and Destruction of Right Certificates

            	
              14.

            
	 	 	 
	
              Section
                9.

            	
              Reservation
                and Availability of Preferred Shares

            	
              14.

            
	 	 	 
	
              Section
                10.

            	
              Preferred
                Shares Record
                Date                                                                                                   

            	
              16.

            
	 	 	 
	
              Section
                11.

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

            	
              16.

            
	 	 	 
	
              Section
                12.

            	
              Certificate
                of Adjusted Purchase Price or Number of Shares

            	
              26.

            
	 	 	 
	
              Section
                13.

            	
              Consolidation,
                Merger or Transfer of Assets or Earning Power

            	
              27.

            
	 	 	 
	
              Section
                14.

            	
              Fractional
                Rights and Fractional Shares

            	
              30.

            
	 	 	 
	
              Section
                15.

            	
              Rights
                of
                Action                                                                                                   

            	
              32.

            
	 	 	 
	
              Section
                16.

            	
              Agreement
                of Right
                Holders                                                                                                   

            	
              33.

            
	 	 	 
	
              Section
                17.

            	
              Right
                Certificate Holder Not Deemed a Stockholder

            	
              34.

            
	 	 	 
	
              Section
                18.

            	
              Concerning
                the Rights Agent

            	
              34.

            


    

     

    -i-

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      	
              Section
                19.

            	
              Merger
                or Consolidation or Change of Name of Rights Agent

            	
              35.

            
	 	 	 
	
              Section
                20.

            	
              Duties
                of Rights
                Agent                                                                                                   

            	
              36.

            
	 	 	 
	
              Section
                21.

            	
              Change
                of Rights
                Agent                                                                                                   

            	
              39.

            
	 	 	 
	
              Section
                22.

            	
              Issuance
                of New Right Certificates

            	
              40.

            
	 	 	 
	
              Section
                23.

            	
              Redemption
                and
                Termination                                                                                                   

            	
              41.

            
	 	 	 
	
              Section
                24.

            	
              Exchanges                                                                                                   

            	
              42.

            
	 	 	 
	
              Section
                25.

            	
              Notice
                of Certain
                Events                                                                                                   

            	
              44.

            
	 	 	 
	
              Section
                26.

            	
              Notices                                                                                                   

            	
              45.

            
	 	 	 
	
              Section
                27.

            	
              Supplements
                and
                Amendments                                                                                                   

            	
              46.

            
	 	 	 
	
              Section
                28.

            	
              Determination
                and Actions by the Board of Directors, etc.

            	
              47.

            
	 	 	 
	
              Section
                29.

            	
              Successors                                                                                                   

            	
              47.

            
	 	 	 
	
              Section
                30.

            	
              Benefits
                of this
                Agreement                                                                                                   

            	
              47.

            
	 	 	 
	
              Section
                31.

            	
              Severability                                                                                                   

            	
              48.

            
	 	 	 
	
              Section
                32.

            	
              Governing
                Law                                                                                                   

            	
              48.

            
	 	 	 
	
              Section
                33.

            	
              Counterparts                                                                                                   

            	
              48.

            
	 	 	 
	
              Section
                34.

            	
              Descriptive
                Headings                                                                                                   

            	
              48.

            
	 	 	 
	
              Section
                35.

            	
              Force
                Majeure                                                                                                   

            	
              48.

            
	 	 	 
	
              Exhibit
                A

            	 	 
	 	 	 
	
              Exhibit
                B

            	 	 


    

    


    -ii-

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    AMENDED
      AND RESTATED RIGHTS AGREEMENT

    


    


    This
      Agreement, as amended and restated
      as of November 19, 2007, between Old Republic International Corporation, a
      Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. the "Rights
      Agent").

    


    


    W
      I T
      N E S S E T H:

    


    WHEREAS,
      on March 25, 1987, the Board
      of Directors of the Company authorized and declared a dividend (the "Dividend")
      of one Right for each outstanding share of Common Stock, par value $1.00 per
      share, of the Company ("Common Share") outstanding on the record date for the
      Dividend, and, subject to the approval of the shareholders of the Company,
      authorized the issuance of one Right with respect to each Common Share that
      was
      or shall become outstanding between the record date and the earlier of the
      Distribution Date, the Expiration Date and the Final Expiration Date (as such
      terms are defined in Sections 3 and 7);

    


    WHEREAS,
      on June 26, 1987, at their
      regular annual meeting, the shareholders of the Company approved the issuance
      of
      such Rights and authorized the Company to enter into a Rights Agreement with
      the
      Rights Agent;

    


    WHEREAS,
      the Company and the Rights
      Agent entered into a Rights Agreement effective as of June 26, 1987 (the
      "Original Rights Agreement") with respect to the Rights;

    


    WHEREAS,
      the Original Rights Agreement
      provided for its amendment from time to time as the Company and the Rights
      Agent
      deemed necessary or desirable;

    


    WHEREAS,
      on May 15, 1997 and June
      26,2007 the Board of Directors of the Company authorized the officers of the
      Company to amend and restate the Original Rights Agreement; and

    


    WHEREAS,
      the Company and the Rights
      Agent now mutually desire to further amend and restate Amended and Restated
      Rights Agreement to substitute Wells Fargo Bank, N.A. as the Rights Agent as
      herein below set forth.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    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 who or which together with all Affiliates and
      Associates of such Person, shall be the Beneficial Owner of 20% or more of
      the
      then outstanding Common Shares (other than as a result of a Permitted Offer
      (as
      hereinafter defined)) or was such a Beneficial Owner at any time after the
      date
      hereof, whether or not such Person continues to be the Beneficial Owner of
      20%
      or more of the then outstanding Common Shares.  Notwithstanding the
      foregoing, (A) the term "Acquiring Person" shall not include (i) the Company,
      (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the
      Company or of any Subsidiary of the Company, (iv) any Person or entity
      organized, appointed or established by the Company for or pursuant to the terms
      of any such plan, or (v) any Person, who or which together with all Affiliates
      and Associates of such Person becomes the Beneficial Owner of 20% or more of
      the
      then outstanding Common Shares as a result of the acquisition of Common Shares
      directly from the Company, and (B) no Person shall be deemed to be an "Acquiring
      Person" either (X) as a result of the acquisition of Common Shares by the
      Company which, by reducing the number of Common Shares outstanding, increases
      the proportional number of shares beneficially owned by such Person together
      with all Affiliates and Associates of such Person: except that if (i) a Person
      would become an Acquiring Person (but for the operation of this subclause (X))
      as a result of the acquisition of Common Shares by the Company, and (ii) after
      such share acquisition by the Company, such Person, or an Affiliate or Associate
      of such Person, becomes the Beneficial Owner of any additional Common Shares,
      then such Person shall be deemed an Acquiring Person, or (Y) if (i) within
      8
      days after such Person would otherwise have become an Acquiring Person (but
      for
      the operation of this subclause Y), such Person notifies the Board of Directors
      that such Person did so inadvertently and (ii) within 2 days after such
      notification, such Person is the Beneficial Owner of less than 20% of the
      outstanding Common Shares.

                                                        
      

    
      
        
        

      

      
        -2-

      

      
        
        

      

    

     

    (b)  "Act"
      shall mean the Securities Act of 1933, as amended and as in effect on the date
      of this Agreement.

     

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

     

    (d)  A
      Person
      shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially
      own" any securities:

     

    (i)    which
      such Person or any of such Person's Affiliates or Associates beneficially owns,
      directly or indirectly;

     

    (ii)    which
      such Person or any of such Person's Affiliates or Associates has (A) the right
      to acquire (whether such right is exercisable immediately or only after the
      passage of time) pursuant to any agreement, arrangement or understanding, or
      upon the exercise of conversion rights, exchange rights, rights (other than
      the
      Rights), warrants or options, or otherwise; provided, however, that a Person
      shall not be deemed the Beneficial Owner of, or to beneficially own, securities
      tendered pursuant to a tender or exchange offer made by or on behalf of such
      Person or any of such Person's Affiliates or Associates until such tendered
      securities are accepted for purchase or exchange; or (B) the right to vote
      pursuant to any agreement, arrangement or understanding;
      provided,  however, that a Person shall not be deemed the Beneficial
      Owner of, or to beneficially own, any security if the agreement, arrangement
      or
      understanding to vote such security (1) arises solely from a revocable proxy
      or
      consent given to such Person in response to a public proxy or consent
      solicitation made pursuant to, and in accordance with, the applicable rules
      and
      regulations promulgated under the Exchange Act and (2) is not also then
      reportable on Schedule 13D under the Exchange Act (or any comparable or
      successor report); or

     

    
      
        
        

      

      
        -3-

        
        

      

      
        
        

      

    

     

    (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 (other
      than customary agreements with and between underwriters and selling group
      members with respect to a bona fide public offering of securities) relating
      to
      the acquisition, holding, voting (except to the extent contemplated by the
      proviso to Section 1(d)(ii)(B)) or disposing of any securities of the
      Company.

     

    Notwithstanding
      anything in this
      definition of Beneficial Ownership to the contrary, the phrase "then
      outstanding," when used with reference to a Person's Beneficial Ownership of
      securities of the Company, shall mean the number of such securities then issued
      and outstanding together with the number of such securities not then actually
      issued and outstanding which such Person would be deemed to own beneficially
      hereunder.

    


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

     

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

     

    (g)  "Common
      Shares" when used with reference to the Company shall mean the shares of Common
      Stock, par value $1 per share, of the Company or, in the event of a
      subdivision, combination or consolidation with respect to such shares of Common
      Stock, the shares of Common Stock resulting from such subdivision, combination
      or consolidation. "Common Shares" when used with reference to any Person other
      than the Company shall mean the capital stock (or equity interest) with the
      greatest voting power of such other Person or, if such other Person is a
      Subsidiary of another Person, the Person or Persons which ultimately control
      such first-mentioned Person.

     

    (h)  "Distribution
      Date" shall have the meaning set forth in Section 3 hereof.

     

    
      
        
        

      

      
        -4-

        
        

      

      
        
        

      

    

     

    (i)  "Final
      Expiration Date" shall have the meaning set forth in Section 7
      hereof.

     

    (j)  "Interested
      Stockholder" shall mean any Acquiring Person or any Affiliate or Associate
      of an
      Acquiring Person or any other Person in which any such Acquiring Person,
      Affiliate or Associate has an interest, or any other Person acting directly
      or
      indirectly on behalf of or in concert with any such Acquiring Person, Affiliate
      or Associate.

     

    (k)  "Permitted
      Offer" shall mean a tender or exchange offer which is for all outstanding Common
      Shares at a price and on terms determined, prior to the purchase of shares
      under
      such tender or exchange offer, by at least a majority of the members of the
      Board of Directors who are not officers of the Company and who are not Acquiring
      Persons or Affiliates, Associates, nominees or representatives of an Acquiring
      Person, to be adequate (taking into account all factors that such Directors
      deem
      relevant including, without limitation, prices that could reasonably be achieved
      if the Company or its assets were sold on an orderly basis designed to realize
      maximum value) and otherwise in the best interests of the Company and its
      stockholders (other than the Person or any Affiliate or Associate thereof on
      whose behalf the offer is being made) taking into account all factors that
      such
      directors may deem relevant.

     

    (l)  "Person"
      shall mean any individual, firm, partnership, corporation, trust, association,
      joint venture or other entity, and shall include any successor (by merger or
      otherwise) of such entity.

     

    (m)  "Preferred
      Shares" shall mean shares of Series A Junior Participating Preferred Stock
      with
      a par value of $.01 per share of the Company having the relative rights,
      preferences and limitations set forth in the Form of Certificate of Designations
      attached to this Agreement as Exhibit A.

     

    (n)  "Redemption
      Date" shall have the meaning set forth in Section 7 hereof.

     

    (o)  "Section
      11(a)(ii)Event" shall mean any event described in Section 11(a)(ii)
      hereof.

     

    
      
        
        

      

      
        -5-

        
        

      

      
        
        

      

    

     

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

     

    (q)  "Shares
      Acquisition Date" shall mean the first date of public announcement (which for
      purposes of this definition, shall include, without limitation, a report filed
      pursuant to the Exchange Act) by the Company or an Acquiring Person that an
      Acquiring Person has become such; provided, that, if such Person is determined
      not to have become an Acquiring Person pursuant to Section 1(a)(B)(Y) hereof,
      then no Shares Acquisition Date shall be deemed to have occurred.

     

    (r)  "Subsidiary"
      of any Person shall mean any corporation or other Person of which a majority
      of
      the voting power of the voting equity securities or equity interest is owned,
      directly or indirectly, by such Person.

     

    (s)  "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 of the Company and the holders of the Rights (who, in accordance
      with Section 3 hereof, shall prior to the Distribution Date also be the holders
      of the Common Shares) in accordance with the terms and conditions hereof, and
      the Rights Agent hereby accepts such appointment. The Company may from time
      to
      time appoint such Co-Rights Agents as it may deem necessary or desirable, upon
      ten (10) days’ prior written notice to the Rights Agent.  The Rights
      Agent shall have no duty to supervise, and in no event be liable for, the acts
      or omissions of any such co-Rights Agent.

     

    Section
      3.    Issuance
      of Right Certificates.

     

    (a)  Until
      the
      earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on
      the
      tenth day (or such later date as may be determined by action of the Company's
      Board of Directors) after the date of the commencement by any Person (other
      than
      the Company, any Subsidiary of the Company, any employee benefit plan of the
      Company or of any Subsidiary of the Company or any Person or entity organized,
      appointed or established by the Company for or pursuant to the terms of any
      such
      plan) of, or of

     

    
      
        
        

      

      
        -6-

        
        

      

      
        
        

      

       

      the
        first
        public announcement of the intention of 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 or entity organized, appointed or
        established by the Company for or pursuant to the terms of any such plan)
        to
        commence (which intention to commence remains in effect for five Business
        Days
        after such announcement), a tender or exchange offer the consummation of
        which
        would result in any Person becoming an Acquiring Person (including, in the
        case
        of both (i) and (ii), any such date which is after the date of this Agreement
        and prior to the issuance of the Rights), the earlier of such dates being
        herein
        referred to as the "Distribution Date," (x) the Rights will be evidenced
        (subject to the provisions of Section 3(b) hereof) by the certificates for
        Common Shares registered in the names of the holders thereof (which certificates
        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 underlying Common
        Shares (including a transfer to the Company); provided, however, that if
        a
        tender offer is terminated prior to the occurrence of a Distribution Date,
        then
        no Distribution Date shall occur as a result of such tender offer. As soon
        as
        practicable after the Distribution Date, the Company will prepare and execute,
        the Rights Agent will countersign, and the Company will send or cause to
        be sent
        by first-class, postage-prepaid mail, to each record holder of Common Shares
        as
        of the close of business on the Distribution Date, at the address of such
        holder
        shown on the records of the Company, a Right Certificate, substantially in
        the
        form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for
        each
        Common Share so held. As of and after the Distribution Date, the Rights will
        be
        evidenced solely by such Right Certificates.

    

     

    (b)  Certificates
      for Common Shares which become outstanding (including, without limitation,
      reacquired Common Shares referred to in the last sentence of this paragraph
      (b))
      after the record date but prior to the earliest of the Distribution Date, the
      Redemption Date or the Final Expiration Date, shall have impressed on, printed
      on, written on or otherwise affixed to them the following legend:

     

    
      
        
        

      

      
        -7-

        
           

        

      

      
        
        

      

    

     

    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in an Amended and Restated Rights Agreement between Old Republic
      International Corporation and Wells Fargo Bank, N.A., dated as of November,
      19,
      2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein
      by reference and a copy of which is on file at the principal executive offices
      of Old Republic International Corporation. Under certain circumstances, as
      set
      forth in the Rights Agreement, such Rights will be evidenced by separate
      certificates and will no longer be evidenced by this certificate. Old Republic
      International Corporation will mail to the holder of this certificate a copy
      of
      the Rights Agreement without charge after receipt of a written request therefor.
      Under certain circumstances, as set forth in the Rights Agreement, Rights issued
      to any Person who becomes an Acquiring Person (as defined in the Rights
      Agreement) may become null and void.

    


    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date, the Rights associated with the Common Shares represented
      by
      such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any such certificate shall constitute the transfer
      of
      the Rights associated with the Common Shares represented thereby. In the event
      that the Company purchases or acquires any Common Shares after the record date
      but prior to the Distribution Date, any Rights associated with such Common
      Shares shall be deemed cancelled and retired so that the Company shall not
      be
      entitled to exercise any Rights associated with the Common Shares which are
      no
      longer outstanding.

    


    Section
      4.    Form
      of Right Certificates.

     

    (a)  The
      Right
      Certificates (and the forms of election to purchase Preferred Shares 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 Sections 11 and 22 hereof, the Right
      Certificates shall entitle the holders thereof to purchase such number of one
      one-hundredths of a Preferred Share as shall be set forth therein at the price
      per one one-hundredth of a Preferred Share set forth therein (the "Purchase
      Price"), but the amount and type of securities purchasable upon the exercise
      of
      each Right and the Purchase Price thereof shall be subject to adjustment as
      provided herein.

     

    
      
        
        

      

      
        -8-

        
        

      

      
        
        

      

    

     

    (b)  Any
      Right
      Certificate issued pursuant to Section 3(a) or Section 22 hereof that
      represents Rights which are null and void pursuant to Section 7(e) of this
      Agreement and any Right Certificate issued pursuant to Section 6 or Section
      11
      hereof upon transfer, exchange, replacement or adjustment of any other Right
      Certificate referred to in this sentence, shall contain (to the extent feasible)
      the following legend:

     

    The
      Rights represented by this Right 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 Right Certificate and the Rights represented hereby are null
      and void.

    


    Provisions
      of Section 7(e) of this Rights Agreement shall be operative whether or not
      the
      foregoing legend is contained on any such Right Certificate.

    


    Section
      5.    Countersignature
      and Registration.  The Right Certificates shall be executed on
      behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
      its President, any of its Vice Presidents, or its Treasurer, either manually
      or
      by facsimile signature, shall have affixed thereto the Company's seal or a
      facsimile thereof, and shall be attested by the Secretary or an Assistant
      Secretary of the Company, either manually or by facsimile signature. The Right
      Certificates shall be countersigned by the Rights Agent and shall not be valid
      for any purpose unless countersigned. In case any officer of the Company who
      shall have signed any of the Right Certificates shall cease to be such officer
      of the Company before countersignature by the Rights Agent and issuance and
      delivery by the Company, such Right Certificates, nevertheless, may be
      countersigned by the Rights Agent and issued and delivered by the Company with
      the same force and effect as though the Person who signed such Right
      Certificates had not ceased to be such officer of the Company; and any Right
      Certificate may be signed on behalf of the Company by any Person who, at the
      actual date of the execution of such Right Certificate, shall be a proper
      officer of the Company to sign such Right Certificate, although at the date
      of
      the execution of this Rights Agreement any such Person was not such an
      officer.

     

    
      
        
        

      

      
        -9-

        
        

      

      
        
        

      

    

     

    Following
      the Distribution Date, the
      Rights Agent will keep or cause to be kept, at its principal office, books
      for
      registration and transfer of the Right Certificates issued hereunder. Such
      books
      shall show the names and addresses of the respective holders of the Right
      Certificates, the number of Rights evidenced on its face by each of the Right
      Certificates and the date of each of the Right Certificates.

    


    Section
      6.    Transfer,
      Split Up, Combination and Exchange of  Right Certificates; Mutilated,
      Destroyed, Lost or Stolen Right  Certificate.  Subject
      to the provisions of Sections 4(b), 7(e) and 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 the Redemption Date or the Final Expiration Date,
      any
      Right Certificate or Right Certificates may be transferred, split up, combined
      or exchanged for another Right Certificate or Right Certificates, entitling
      the
      registered holder to purchase a like number of one one-hundredths of a Preferred
      Share (or, following a Triggering Event, other securities as the case may be)
      as
      the Right Certificate or Right 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 Right Certificate
      or Right Certificates shall make such request in writing delivered to the Rights
      Agent, and shall surrender the Right Certificate or Right Certificates to be
      transferred, split up, combined or exchanged at the principal office of the
      Rights Agent designated for such purpose. Neither the Rights Agent nor the
      Company shall be obligated to take any action whatsoever with respect to the
      transfer of any such surrendered Right Certificate until the registered holder
      shall have completed and signed the certificate contained in the form of
      assignment on the reverse side of such Right Certificate and shall have provided
      such additional evidence of the identity of the Beneficial Owner (or former
      Beneficial Owner) or Affiliates or Associates thereof as the Company shall
      reasonably request. Thereupon the Rights Agent shall, subject to Sections 4(b),
      7(e) and 14 hereof, countersign and deliver to the Person entitled thereto
      a
      Right Certificate or Right Certificates, as the case may be, as so requested.
      The Company may require payment of a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any transfer, split
      up, combination or exchange of Right Certificates.

     

    
      
        
        

      

      
        -10-

        
        

      

      
        
        

      

    

     

    Upon
      receipt by the Company and the
      Rights Agent of evidence reasonably satisfactory to them of the loss, theft,
      destruction or mutilation of a Right Certificate, and, in case of loss, theft
      or
      destruction, of indemnity or security reasonably satisfactory to them, and,
      at
      the Company's request, reimbursement to the Company and the Rights Agent of
      all
      reasonable expenses incidental thereto, and upon surrender to the Rights Agent
      and cancellation of the Right Certificate if mutilated, the Company will make
      and deliver a new Right Certificate of like tenor to the Rights Agent for
      delivery to the registered holder in lieu of the Right 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 Right Certificate may
      exercise the Rights evidenced thereby (except as otherwise provided herein)
      in
      whole or in part at any time after the Distribution Date upon surrender of
      the
      Right Certificate, with the form of election to purchase on the reverse side
      thereof duly executed, to the Rights Agent at the principal office or offices
      of
      the Rights Agent designated for such purpose, together with payment of the
      aggregate Purchase Price for each one one-hundredth of a Preferred Share (or
      such other securities, 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 June 26, 2017 (the
      "Final Expiration Date"), (ii) the time at which the Rights are redeemed as
      provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at
      which such Rights are exchanged as provided in Section 24 hereof.

     

    (b)  The
      Purchase Price for each one one-hundredth of a Preferred Share pursuant to
      the
      exercise of a Right shall initially be $100.00, shall be subject to adjustment
      from time to time as provided in the next sentence and in Sections 11 and 13(a)
      hereof and shall be payable in accordance with paragraph (c) below. Anything
      in
      this Agreement to the contrary notwithstanding, in

     

    
      
        
        

      

      
        -11-

        
        

      

      
        
        

      

       

      the
        event
        that at any time after the date of this Agreement and prior to the Distribution
        Date, the Company shall (i) declare or pay any dividend on the Common Shares
        payable in Common Shares or (ii) effect a subdivision, combination or
        consolidation of the Common Shares (by reclassification or otherwise than
        by
        payment of dividends in Common Shares) into a greater or lesser number of
        Common
        Shares, then in any such case, each Common Share outstanding following such
        subdivision, combination or consolidation shall continue to have a Right
        associated therewith and the Purchase Price following any such event shall
        be
        proportionately adjusted to equal the result obtained by multiplying the
        Purchase Price immediately prior to such event by a fraction the numerator
        of
        which shall be the total number of Common Shares outstanding immediately
        prior
        to the occurrence of the event and the denominator of which shall be the
        total
        number of Common Shares outstanding immediately following the occurrence
        of such
        event. The adjustment provided for in the preceding sentence shall be made
        successively whenever such a dividend is declared or paid or such a subdivision,
        combination or consolidation is effected.

    

    
       

      (c)  Upon
        receipt of a Right Certificate representing exercisable Rights, with the
        form of
        election to purchase duly executed, accompanied by payment of the Purchase
        Price
        for the Preferred Shares (or other securities, as the case may be) to be
        purchased and an amount equal to any applicable transfer tax required to
        be paid
        by the holder of such Right Certificate in accordance with Section 6 hereof
        by
        certified check, cashier's check or money order payable to the order of the
        Company, the Rights Agent shall thereupon promptly (i) (A) requisition from
        any
        transfer agent of the Preferred Shares certificates for the number of Preferred
        Shares to be purchased and the Company hereby irrevocably authorizes its
        transfer agent to comply with all such requests, or (B) if the Company, in
        its
        sole discretion, shall have elected to deposit the Preferred Shares issuable
        upon exercise of the Rights hereunder into a depositary, requisition from
        the
        depositary agent depositary receipts representing such number of one
        one-hundredths of a Preferred Share as are to be purchased (in which case
        certificates for the Preferred Shares represented by such receipts shall
        be
        deposited by the transfer agent with the depositary agent) and the Company
        hereby directs the depositary agent to comply with such request, (ii) when
        appropriate, requisition from the Company the amount of cash to be paid in
        lieu
        of issuance of fractional shares in accordance with Section 14 hereof, (iii)
        after receipt of such certificates or depositary receipts, cause the same
        to be
        delivered to or upon the order of the registered holder of such Right
        Certificate, registered in such name or names as may be designated by such
        holder and (iv) when appropriate, after receipt, deliver such cash to or
        upon
        the order of the registered holder of such Right Certificate. In the event
        the
        Company is obligated to issue other securities (including Common Shares)
        of the
        Company pursuant to Section 11(a) hereof, the Company will make all arrangements
        necessary so that such other securities are available for distribution by
        the
        Rights Agent, if and when appropriate.

    

     

    
      
        
        

      

      
        -12-

        
        

      

      
        
        

      

    

     

    (d)  In
      case
      the registered holder of any Right Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent to
      the
      registered holder of such Right Certificate or to his duly authorized assigns,
      subject to the provisions of Section 14 hereof, or the Rights Agent shall place
      an appropriate notation on the Right Certificate with respect to those Rights
      exercised.

     

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

     

    
      
        
        

      

      
        -13-

        
        

      

      
        
        

      

    

     

    (f)  Notwithstanding
      anything in this Agreement to the contrary, neither the Rights Agent nor the
      Company shall be obligated to undertake any action with respect to a registered
      holder upon the occurrence of any purported exercise as set forth in this
      Section 7 unless such registered holder shall have (i) completed and signed
      the
      certificate contained in the form of election to purchase set forth on the
      reverse side of the Right 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 Right Certificates.  All Right Certificates
      surrendered for the purpose of exercise, transfer, split up, combination or
      exchange shall, if surrendered to the Company or to any of its agents, be
      delivered to the Rights Agent for cancellation or in cancelled form, or, if
      surrendered to the Rights Agent, shall be cancelled by it, and no Right
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Rights Agreement. The Company shall deliver to
      the
      Rights Agent for cancellation and retirement, and the Rights Agent shall so
      cancel and retire, any other Right Certificate purchased or acquired by the
      Company otherwise than upon the exercise thereof.   Subject to
      applicable law and regulation, the Rights Agent shall maintain, in a retrievable
      database, electronic records of all cancelled or destroyed stock certificates
      which have been canceled or destroyed by the Rights Agent.   The
      Rights Agent shall maintain such electronic records or physical records for
      the
      time period required by applicable law and regulation.  Upon written
      request of the Corporation (and at the expense of the Corporation), the Rights
      Agent shall provide to the Corporation or its designee copies of such electronic
      records or physical records relating to rights certificates cancelled or
      destroyed by the Rights Agent. 

     

    
      
        
        

      

      
        -14-

        
        

      

      
        
        

      

    

     

    Section
      9.    Reservation
      and Availability of Preferred Shares.  The Company covenants and
      agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event
      it
      will cause to be reserved and kept available out of its authorized and unissued
      Preferred Shares, or any authorized and issued Preferred Shares held in its
      treasury, the number of Preferred Shares that will be sufficient to permit
      the
      exercise in full of all outstanding Rights and, after the occurrence of a
      Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve
      and keep available a sufficient number of Common Shares (and/or other
      securities) which may be required to permit the exercise in full of the Rights
      pursuant to this Agreement.

     

    So
      long as the Preferred Shares (and,
      after the occurrence of a Section 11(a)(ii) Event, Common Shares or any other
      securities) 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.

    


    The
      Company covenants and agrees that
      it will take all such action as may be necessary to ensure that all Preferred
      Shares (or Common Shares and/or other securities, as the case may be) delivered
      upon exercise of Rights shall, at the time of delivery of the certificates
      for
      such shares or other securities (subject to payment of the Purchase Price),
      be
      duly and validly authorized and issued and fully paid and non-assessable shares
      or securities.

    


    The
      Company further covenants and
      agrees that it will pay when due and payable any and all U.S. federal and state
      transfer taxes and charges which may be payable in respect of the issuance
      or
      delivery of the Right Certificates or of any Preferred Shares (or Common Shares
      and/or other securities, as the case may be) upon the exercise of Rights. The
      Company shall not, however, be required to pay any transfer tax which may be
      payable in respect of any transfer or delivery of Right Certificates to a Person
      other than, or the issuance or delivery of certificates or depositary receipts
      for the Preferred Shares (or Common Shares and/or other securities, as the
      case
      may be) in a name other than that of, the registered holder of the Right
      Certificate evidencing Rights surrendered for exercise, or to issue or to
      deliver any certificates or depositary receipts for Preferred Shares (or Common
      Shares and/or other securities, as the case may be) upon the exercise of any
      Rights, until any such tax shall have been paid (any such tax being payable
      by
      the holder of such Right Certificate at the time of surrender) or until it
      has
      been established to the Company's reasonable satisfaction that no such tax
      is
      due.

     

    
      
        
        

      

      
        -15-

        
        

      

      
        
        

      

    

    The
      Company shall use its best efforts
      to (i) file, as soon as practicable following the Shares Acquisition Date,
      a
      registration statement under the Act, with respect to the securities purchasable
      upon exercise of the Rights on an appropriate form, (ii) cause such registration
      statement to become effective as soon as practicable after such filing, and
      (iii) cause such registration statement to remain effective (with a prospectus
      at all times meeting the requirements of the Act and the rules and regulations
      thereunder) until the date of the expiration of the rights provided by Section
      11(a)(ii). The Company will also take such action as may be appropriate under
      the blue sky laws of the various states.

    


    Section
      10.    Preferred
      Shares Record Date.  Each Person in whose name any certificate for
      Preferred Shares (or Common Shares and/or other securities, as the case may
      be)
      is issued upon the exercise of Rights shall for all purposes be deemed to have
      become the holder of record of the Preferred Shares (or Common Shares and/or
      other securities, as the case may be) represented thereby on, and such
      certificates shall be dated, the date upon which the Right Certificate
      evidencing such Rights was duly surrendered and payment of the Purchase Price
      (and any applicable transfer taxes) was made; provided, however, that if the
      date of such surrender and payment is a date upon which the Preferred Shares
      (or
      Common Shares and/or other securities, as the case may be) transfer books of
      the
      Company are closed, such Person shall be deemed to have become the record holder
      of such shares on, and such Certificate shall be dated, the next succeeding
      Business Day on which the Preferred Shares (or Common Shares and/or other
      securities, as the case may be) transfer books of the Company are open. Prior
      to
      the exercise of the Rights evidenced thereby, the holder of a Right Certificate
      shall not be entitled to any rights of a holder of Preferred Shares (or Common
      Shares and/or other securities, as the case may be) 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.

     

    
      
        
        

      

      
        -16-

        
        

      

      
        
        

      

    

     

    (a)
      (i)  In the event the
      Company shall at any time after the date of this Agreement (A) declare a
      dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide
      the
      outstanding Preferred Shares, (C) combine the outstanding Preferred Shares
      into
      a smaller number of Preferred Shares or (D) issue any shares of its capital
      stock in a reclassification of the Preferred Shares (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a) and 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 capital stock issuable on such date shall be proportionately adjusted
      so that the holder of any Right exercised after such time shall be entitled
      to
      receive the aggregate number and kind of shares of capital stock which, if
      such
      Right had been exercised immediately prior to such date and at a time when
      the
      Preferred Shares 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;
      provided,  however, that in no event shall the consideration to be
      paid upon the exercise of one Right be less than the aggregate par value of
      the
      shares of capital stock of the Company issuable upon exercise of one Right.
      If
      an event occurs which would require an adjustment under both Section 11(a)(i)
      and Section 11(a)(ii), 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);

    


    (ii)  In
      the event any
      Person, alone or together with its Affiliates and Associates, shall become
      an
      Acquiring Person, then proper provision shall be made so that each holder of
      a
      Right (except as provided above in Section 7(e) hereof) shall, after the
      effective date of an appropriate registration statement under the Act pursuant
      to Section 9 hereof, have a right to receive, upon exercise thereof at a price
      equal to the then current Purchase Price, in accordance with the terms of this
      Agreement, such number of Common Shares (or, in the discretion of the Board
      of
      Directors, one one-hundredths of a Preferred Share) as shall equal the result
      obtained by (x) multiplying the then current Purchase Price by the then number
      of one one-hundredths of a Preferred Share for which a Right was exercisable
      immediately prior to the first occurrence of a Section 11(a)(ii) Event, and
      dividing that product by (y) 50% of the then current per share market price
      of
      the Company's Common Shares (determined pursuant to Section 11(d) hereof) on
      the
      date of such first occurrence (such number of shares being referred to as the
      "Adjustment Shares"); provided,  however, that if the transaction that
      would otherwise give rise to the foregoing adjustment is also subject to the
      provisions of Section 13 hereof, then only the provisions of Section 13 hereof
      shall apply and no adjustment shall be made pursuant to this Section
      11(a)(ii);

     

    
      
        
        

      

      
        -17-

        
        

      

      
        
        

      

    

    


    (iii)  In
      the event that
      there shall not be sufficient treasury shares or authorized but unissued (and
      unreserved) Common Shares to permit the exercise in full of the Rights in
      accordance with the foregoing subparagraph (ii) and the Rights become so
      exercisable (and the Board has determined to make the Rights exercisable into
      fractions of a Preferred Share), notwithstanding any other provision of this
      Agreement, to the extent necessary and permitted by applicable law, each Right
      shall thereafter represent the right to receive, upon exercise thereof at the
      then current Purchase Price in accordance with the terms of this Agreement,
      (x)
      a number of (or fractions of) Common Shares (up to the maximum number of Common
      Shares which may permissibly be issued) and (y) one one-hundredth of a Preferred
      Share or a number of, or fractions of other equity securities of the Company
      (or, in the discretion of the Board of Directors, debt) which the Board of
      Directors of the Company has determined to have the same aggregate current
      market value (determined pursuant to Section 11(d)(i) and (ii) hereof, to
      the extent applicable), as one Common Share (such number of, or fractions of,
      Preferred Shares, debt, or other equity securities or debt of the Company)
      being
      referred to as a "capital stock equivalent"), equal in the aggregate to the
      number of Adjustment Shares; provided, however, if sufficient Common Shares
      and/or capital stock equivalents are unavailable, then the Company shall, to
      the
      extent permitted by applicable law, take all such action as may be 

     

    
      
        
        

      

      
        -18-

        
        

      

      
        
        

      

    

     

    necessary
      to authorize additional Common Shares or capital stock equivalents for issuance
      upon exercise of the Rights, including the calling of a meeting of stockholders;
      and provided, further, that if the Company is unable to cause sufficient Common
      Shares and/or capital stock equivalents to be available for issuance upon
      exercise in full of the Rights, then each Right shall thereafter represent
      the
      right to receive the Adjusted Number of Shares upon exercise at the Adjusted
      Purchase Price (as such terms are hereinafter defined). As used herein, the
      term
      "Adjusted Number of Shares" shall be equal to that number of (or fractions
      of)
      Common Shares (and/or capital stock equivalents) equal to the product of (x)
      the
      number of Adjustment Shares and (y) a fraction, the numerator of which is the
      number of Common Shares (and/or capital stock equivalents) available for
      issuance upon exercise of the Rights and the denominator of which is the
      aggregate number of Adjustment Shares otherwise issuable upon exercise in full
      of all Rights (assuming there were a sufficient number of Common Shares
      available) (such fraction being referred to as the "Proration Factor"). The
      "Adjusted Purchase Price" shall mean the product of the Purchase Price and
      the
      Proration Factor. The Board of Directors may, but shall not be required to,
      establish procedures to allocate the right to receive Common Shares and capital
      stock equivalents upon exercise of the Rights among holders of
      Rights.

    


    (b)  In
      case
      the Company shall fix a record date for the issuance of rights (other than
      the
      Rights), options or warrants to all holders of Preferred Shares entitling them
      (for a period expiring within 45 calendar days after such record date) to
      subscribe for or purchase Preferred Shares (or shares having the same rights,
      privileges and preferences as the Preferred Shares ("equivalent preferred
      shares")) or securities convertible into Preferred Shares or equivalent
      preferred shares at a price per Preferred Share or equivalent preferred share
      (or having a conversion price per share for a security convertible into
      Preferred Shares or equivalent preferred shares) less than the then current
      per
      share market price of the Preferred Shares (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 Preferred Shares outstanding on such record date plus
      the
      number of Preferred Shares which the aggregate offering price of the
      total

     

    
      
        
        

      

      
        -19-

        
        

      

      
        
        

      

       

       number
        of Preferred Shares and/or equivalent preferred shares so to be offered (and/or
        the aggregate initial conversion price of the convertible securities so to
        be
        offered) would purchase at such current per share market price, and the
        denominator of which shall be the number of Preferred Shares outstanding
        on such
        record date plus the number of additional Preferred Shares and/or equivalent
        preferred shares to be offered for subscription or purchase (or into which
        the
        convertible securities so to be offered are initially convertible);
        provided.  however, that in no event shall the consideration to be
        paid upon the exercise of one Right be less than the aggregate par value
        of the
        shares of capital stock of the Company issuable upon exercise of one Right.
        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
        determined in good faith by the Board of Directors of the Company whose
        determination shall be described in a statement filed with the Rights Agent
        and
        shall be binding on the Rights Agent. Preferred Shares owned by or held for
        the
        account of the Company shall not be deemed outstanding for the purpose of
        any
        such computation. Such adjustment shall be made successively whenever such
        a
        record date is fixed; and in the event that such rights, 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 the making of a distribution to all
      holders of the Preferred Shares (including any such distribution made in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation) of evidences of indebtedness or assets (other than
      a
      regular quarterly cash dividend or a dividend payable in Preferred Shares)
      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 then current
      per
      share market price (as determined pursuant to Section 11(d) hereof) of the
      Preferred Shares on such record date, less the fair market value (as determined
      in good faith by the Board of Directors of the 

     

    
      
        
        

      

      
        -20-

        
        

      

      
        
        

      

       

      Company,
        whose determination shall be described in a statement filed with the Rights
        Agent and shall be binding on the Rights Agent) of the portion of the assets
        or
        evidences of indebtedness so to be distributed or of such subscription rights,
        options or warrants applicable to one Preferred Share and the denominator
        of
        which shall be such current per share market price of the Preferred Shares;
        provided, however, that in no event shall the consideration to be paid upon
        the
        exercise of one Right be less than the aggregate par value of the shares
        of
        capital stock of the Company to be issued upon exercise of one Right. Such
        adjustments shall be made successively whenever such a record date is fixed;
        and
        in the event that such distribution is not so made, the Purchase Price shall
        again be adjusted to be the Purchase Price which would then be in effect
        if such
        record date had not been fixed.

    

     

    (d)
      (i)  For the purpose of any computation hereunder, the "current per
      share market price" of any security (a "Security" for the purpose of this
      Section 11(d)(i)) on any date shall be deemed to be the average of the daily
      closing prices per share of such Security for the thirty (30) consecutive
      Trading Days (as such term is hereinafter defined) immediately prior to such
      date; provided,  however, that in the event that the current per share
      market price of the Security is determined during a period following the
      announcement by the issuer of such Security of (A) a dividend or distribution
      on
      such Security payable in shares of such Security or securities convertible
      into
      such shares, or (B) any subdivision, combination or reclassification of such
      Security and prior to the expiration of thirty (30) Trading Days after the
      ex-dividend date for such dividend or distribution, or the record date for
      such
      subdivision, combination or reclassification, then, and in each such case,
      the
      current per share market price shall be appropriately adjusted to reflect the
      current market price per share equivalent of such Security. 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 Security is 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 

     

    
      
        
        

      

      
        -21-

        
        

      

      
        
        

      

       

      exchange
        on which the Security is listed or admitted to trading or, if the Security
        if
        not listed or admitted to trading on any national securities exchange, the
        last
        quoted price or, if not so quoted, the average of the high bid and low asked
        prices in the over-the-counter market, as reported by the National Association
        of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such
        other
        system then in use, or, if on any such date the Security is 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 Security selected by
        the
        Board of Directors of the Company. If on any such date no such market maker
        is
        making a market in the Security, the fair value of the Security on such date
        as
        determined in good faith by the Board of Directors of the Company shall be
        used.
        The term "Trading Day" shall mean a day on which the principal national
        securities exchange on which the Security is listed or admitted to trading
        is
        open for the transaction of business or, if the Security is not listed or
        admitted to trading on any national securities exchange, a Business
        Day.

    

     

    (ii)  For
      the purpose of any computation hereunder, the "current per share market price"
      of the Preferred Shares shall be determined in accordance with the method set
      forth in Section 11(d)(i). If the Preferred Shares are not publicly traded,
      the
      "current per share market price of the Preferred Shares shall be conclusively
      deemed to be the current per share market price of the Common Shares as
      determined pursuant to Section 11(d)(i), (appropriately adjusted to reflect
      any
      stock split, stock dividend or similar transaction occurring after the date
      hereof), multiplied by one hundred. If neither the Common Shares nor the
      Preferred Shares are publicly held or so listed or traded, "current per share
      market price" shall mean the fair value per share as determined in good faith
      by
      the Board of Directors of the Company, whose determination shall be described
      in
      a statement filed with the Rights Agent and shall be binding on the Rights
      Agent.

     

    (e)  Anything
      herein to the contrary notwithstanding, no adjustment in the Purchase Price
      shall be required unless such adjustment would require an increase or decrease
      of at least 1% in the Purchase Price; provided, however, that any 

     

    
      
        
        

      

      
        -22-

        
        

      

      
        
        

      

       

      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 one one-millionth of a Preferred Share or one ten-thousandth of any
        other share or security as the case may be. Notwithstanding the first sentence
        of this Section 11(e), any adjustment required by this Section 11 shall be
        made
        no later than the earlier of (i) three years from the date of the transaction
        which requires such adjustment or (ii) the Final 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 Preferred Shares,
      thereafter the number of such other shares so receivable upon exercise of any
      Right shall be subject to adjustment from time to time in a manner and on terms
      as nearly equivalent as practicable to the provisions with respect to the
      Preferred Shares contained in Section 11(a) through (c), inclusive, and the
      provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares
      shall apply on like terms to any such other shares.

     

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

     

    (h)  The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in lieu of any adjustment in the number of
      one-hundredths of a Preferred Share purchasable 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 one one-hundredths of a Preferred Share
      for which a Right was exercisable immediately prior to such adjustment. Each
      Right held of record prior to such adjustment of the number of Rights shall
      become that number of Rights (calculated to the nearest one ten-thousandth)
      obtained by

     

    
      
        
        

      

      
        -23-

        
        

      

      
        
        

      

       

      dividing
        the Purchase Price in effect immediately prior to adjustment of the Purchase
        Price by the Purchase Price in effect immediately after adjustment of the
        Purchase Price. The Company shall make a public announcement of its election
        to
        adjust the number of Rights, indicating the record date for the adjustment,
        and,
        if known at the time, the amount of the adjustment to be made. This record
        date
        may be the date on which the Purchase Price is adjusted or any day thereafter,
        but, if the Right Certificates have been issued, shall be at least ten (10)
        days
        later than the date of the public announcement. If Right Certificates have
        been
        issued upon each adjustment of the number of Rights pursuant to this Section
        11(h), the Company shall, as promptly as practicable, cause to be distributed
        to
        holders of record of Right Certificates on such record date Right Certificates
        evidencing, subject to Section 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 Right Certificates held by such holders
        prior to the date of adjustment, and upon surrender thereof, if required
        by the
        Company, new Right Certificates evidencing all the Rights to which such holders
        shall be entitled after such adjustment. Right Certificates so to be distributed
        shall be issued, executed and countersigned in the manner provided for herein
        and shall be registered in the names of the holders of record of Right
        Certificates on the record date specified in the public
        announcement.

    

     

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

     

    (j)  Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below the then par value, if any, of the number of one one-hundredths of a
      Preferred Share, Common Shares or other securities 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 such number of fully paid and non-assessable one one-hundredths of a
      Preferred Share, Common Shares or other securities at such adjusted Purchase
      Price.

     

    
      
        
        

      

      
        -24-

        
        

      

      
        
        

      

    

     

    (k)  In
      any
      case in which this Section 11 shall require that an adjustment in the Purchase
      Price be made effective as of a record date for a specified event, the Company
      may elect to defer until the occurrence of such event the issuing to the holder
      of any Right exercised after such record date of the Preferred Shares and other
      capital stock or securities of the Company, if any, issuable upon such exercise
      over and above the Preferred Shares and other capital stock or securities of
      the
      Company, if any, issuable upon such exercise on the basis of the Purchase Price
      in effect prior to such adjustment; provided, however, that the Company shall
      deliver to such holder a due bill or other appropriate instrument evidencing
      such holder's right to receive such additional shares upon the occurrence of
      the
      event requiring such adjustment.

     

    (l)  Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled to make such reductions in the Purchase Price, in addition to those
      adjustments expressly required by this Section 11, as and to the extent that
      it
      in its sole discretion shall determine to be advisable in order that (i) any
      consolidation or subdivision of the Preferred Shares, (ii) issuance wholly
      for cash of any Preferred Shares at less than the current market price, (iii)
      issuance wholly for cash of Preferred Shares or securities which by their terms
      are convertible into or exchangeable for Preferred Shares, (iv) stock dividends
      or (v) issuance of rights, options or warrants referred to in this Section
      11,
      hereafter made by the Company to holders of its Preferred Shares shall not
      be
      taxable to such stockholder.

     

    (m)  The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with any other Person (other than a
      Subsidiary of the Company in a transaction which does not violate Section 11(n)
      hereof), (ii) merge with or into any other Person (other than a Subsidiary
      of
      the Company in a transaction which does not violate Section 11(n) hereof),
      or
      (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one
      transaction, or a series of related transactions, assets 

     

    
      
        
        

      

      
        -25-

        
        

      

      
        
        

      

       

      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 does not violate Section 11(n) hereof), if (x)
        at the
        time of or immediately after such consolidation, merger, sale or transfer
        there
        are any charter or by-law provisions or any rights, warrants or other
        instruments or securities outstanding or agreements in effect or other actions
        taken, which would materially 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 stockholders 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. The Company
        shall
        not consummate any such consolidation, merger, sale or transfer unless prior
        thereto the Company and such other Person shall have executed and delivered
        to
        the Rights Agent a supplemental agreement evidencing compliance with this
        Section 11(m).

    

     

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

     

    (o)  The
      exercise of Rights under Section 11(a)(ii) shall only result in the loss of
      rights under Section 11(a)(ii) to the extent so exercised and shall not
      otherwise affect the rights represented by the Rights under this Rights
      Agreement, including the rights represented by Section 13.

     

    Section
      12.    Certificate
      of Adjusted Purchase Price or Number of Shares.  Whenever an
      adjustment is made as provided in Section 11 or 13 hereof, the Company shall
      promptly (a) prepare a certificate setting forth such adjustment, and a brief
      statement of the facts accounting for such adjustment, (b) file with the Rights
      Agent and with each transfer agent for the Common Shares and the Preferred
      Shares a copy of such certificate and (c) mail a brief summary thereof to each
      holder of a Right Certificate in accordance with Section 26 hereof. The Rights
      Agent shall be fully protected in relying on any such certificate and on any
      adjustment therein contained and shall not be deemed to have knowledge of such
      adjustment unless and until it shall have received such
      certificate.

     

    
      
        
        

      

      
        -26-

        
        

      

      
        
        

      

    

     

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

     

    (a)  In
      the
      event that, on or following the Shares Acquisition Date, directly or indirectly,
      (x) the Company shall consolidate with, or merge with and into, any Interested
      Stockholder or, if in such merger or consolidation all holders of Common Stock
      are not treated alike, any other Person, (y) the Company shall consolidate
      with,
      or merge with, any Interested Stockholder or, if in such merger or consolidation
      all holders of Common Stock are not treated alike, any other Person, and the
      Company shall be the continuing surviving corporation of such consolidation
      or
      merger (other than in a case of any transaction described in (x) or (y), a
      merger or consolidation which would result in all of the securities generally
      entitled to vote in the election of directors ("voting securities") of the
      Company outstanding immediately prior thereto continuing to represent (either
      by
      remaining outstanding or by being converted into securities of the surviving
      entity) all of the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation and the holders
      of
      such securities not having changed as a result of such merger or consolidation),
      or (z) the Company shall sell or otherwise transfer (or one or more of its
      Subsidiaries shall sell or otherwise transfer), in one transaction or a series
      of related transactions, assets 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 Interested Stockholder or Stockholders or, if in such transaction
      all holders of Common Stock are not treated alike, any other Person (other
      than
      the Company or any Subsidiary of the Company in one or more transactions each
      of
      which does not violate Section 11(n) hereof), then, and in each such case
      (except as provided in Section 13(d) hereof), proper provisions shall be made
      so
      that (i) each holder of a Right, except as provided in Section 7(e) hereof,
      shall thereafter have the right to receive, upon the exercise thereof at a
      price
      equal to the then current Purchase Price, in 

     

    
      
        
        

      

      
        -27-

        
        

      

      
        
        

      

       

      accordance
        with the terms of this Agreement and in lieu of Preferred Shares, such number
        of
        freely tradeable Common Shares of the Principal Party (as hereinafter defined),
        not subject to any liens, encumbrances, rights of first refusal or other
        adverse
        claims, as shall equal the result obtained by (A) multiplying the then current
        Purchase Price by the number of one one-hundredths of a Preferred Share for
        which a Right is then exercisable (without taking into account any adjustment
        previously made pursuant to Section 11(a)(ii)) and dividing that product
        by (B)
        50% of the then current per share market price of the Common Shares of such
        Principal Party (determined pursuant to Section 11(d) hereof) on the date
        of
        consummation of such Section 13 Event; (ii) such Principal Party shall
        thereafter be liable for, and shall assume, by virtue of such Section 13
        Event,
        all the obligations and duties of the Company pursuant to this Agreement;
        (iii)
        the term "Company" shall thereafter be deemed to refer to such Principal
        Party,
        it being 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; and (iv) such Principal Party shall take such steps (including,
        but
        not limited to, the reservation of a sufficient number of its Common Shares)
        in
        connection with the consummation of any such transaction as may be necessary
        to
        assure that the provisions hereof shall thereafter be applicable, as nearly
        as
        reasonably may be, in relation to the Common Shares thereafter deliverable
        upon
        the exercise of the Rights.

    

     

    (b)  "Principal
      Party" shall mean

     

    (i)    in
      the case of any transaction described in clause (x) or (y) of the first sentence
      of Section 13(a), the Person that is the issuer of any securities into which
      Common Shares of the Company are converted in such merger or consolidation,
      and
      if no securities are so issued, the Person that is the other party to such
      merger or consolidation (including, if applicable, the Company if it is the
      surviving corporation); and

     

    (ii)    in
      the case of any transaction described in clause (z) of the first sentence of
      Section 13(a), the Person that is the party receiving the greatest portion
      of
      the assets or earning power transferred pursuant to such 

     

    
      
        
        

      

      
        -28-

        
        

      

      
        
        

      

       

      transaction
        or transactions; provided, however, that in any of the foregoing cases, (1)
        if
        the Common Shares of such Person are not at such time and have not been
        continuously over the preceding twelve (12) month period registered under
        Section 12 of the Exchange Act, and such Person is a direct or indirect
        Subsidiary of another Person the Common Shares of which are and have been
        so
        registered, "Principal Party" shall refer to such other Person; (2) in case
        such
        Person is a Subsidiary, directly or indirectly, of more than one Person,
        the
        Common Shares 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 Shares having the greatest aggregate market value; and (3) in case
        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 ventures and the Principal Parties
        in
        each such chain shall bear the obligations set forth in this Section 13 in
        the
        same ratio as their direct or indirect interests in such Person bear to the
        total of such interests.

    

     

    (c)  The
      Company shall not consummate any such consolidation, merger, sale or transfer
      unless the Principal Party shall have a sufficient number of its authorized
      Common Shares which have not been issued or reserved for issuance to permit
      the
      exercise in full of the Rights in accordance with this Section 13 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 provided that, as
      soon
      as practicable after the date of any consolidation, merger, sale or transfer
      mentioned in paragraph (a) of this Section 13, the Principal Party at its own
      expense shall:

     

    (i)    prepare
      and file a registration statement under the Act with respect to the Rights
      and
      the securities purchasable upon exercise of the Rights on an appropriate form,
      and will use its best efforts to cause such registration statement to (A) become
      effective as soon as practicable after such filing and (B) remain effective
      (with a prospectus at all times meeting the requirements of the Act) until
      the
      Final Expiration Date;

     

    
      
        
        

      

      
        -29-

        
        

      

      
        
        

      

    

     

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

     

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

     

    The
      provisions of this Section 13 shall
      similarly apply to successive mergers or consolidations or sales or other
      transfers. The rights under this Section 13 shall be in addition to the rights
      to exercise Rights and adjustments under Section 11(a) (ii) and shall survive
      any exercise thereof.

    


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

     

    Section
      14.    Fractional
      Rights and Fractional Shares.

     

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

     

    
      
        
        

      

      
        -30-

        
        

      

      
        
        

      

       

      regard
        to
        which such fractional Rights would otherwise be issuable, an amount in cash
        equal to the same fraction of the current market value of a whole Right.
        For the
        purpose 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, regular way, or,
        in case
        no such sale takes place on such day, the average of the closing bid and
        asked
        prices, regular way, in either case as reported in the principal consolidated
        transaction reporting system with respect to securities listed or admitted
        to
        trading on the New York Stock Exchange or, if the Rights are not listed or
        admitted to trading on the New York Stock Exchange, as reported in the principal
        consolidated transaction reporting system with respect to securities listed
        on
        the principal national securities exchange on which the Rights are listed
        or
        admitted to trading or, if the Rights are not listed or admitted to trading
        on
        any national securities exchange, the last quoted price or, if not so quoted,
        the average of the high bid and low ask prices in the over-the-counter market,
        as reported by NASDAQ or such other system then in use or, if on any such
        date
        the Rights are not quoted by any such organization, the average of the closing
        bid and asked prices as furnished by a professional market maker making a
        market
        in the Rights selected by the Board of Directors of the Company. 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 shall be as determined in good faith by the Board
        of
        Directors of the Company whose determination shall be described in a statement
        filed with the Rights Agent and shall be binding on the Rights
        Agent.

    

     

    (b)  The
      Company shall not be required to issue fractions of Preferred Shares (other
      than
      fractions which are integral multiples of one one-hundredth of a Preferred
      Share) upon exercise of the Rights or to distribute certificates which evidence
      fractional Preferred Shares (other than fractions which are integral multiples
      of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in
      integral multiples of one one-hundredth of a Preferred Share may, at the
      election of the Company, be evidenced by deposit receipts, pursuant to an
      appropriate agreement between the Company and a depositary selected by it;
      provided, that such agreement shall provide that the holders of such depositary
      receipts shall have all the rights, privileges and preferences to which they
      

     

    
      
        
        

      

      
        -31-

        
        

      

      
        
        

      

       

      are
        entitled as beneficial owners of, the Preferred Shares represented by such
        depositary receipts. In lieu of fractional Preferred Shares that are not
        integral multiples of one one-hundredth of a Preferred Share, the Company
        shall
        pay to the registered holders of Right Certificates at the time such Rights
        are
        exercised as herein provided an amount in cash equal to the same fraction
        of the
        current market value of one Preferred Share. For the purposes of this Section
        14(b), the current market value of a Preferred Share shall be the closing
        price
        of a Preferred Share (as determined pursuant to the second sentence of Section
        11(d)(i) hereof) for the Trading Day immediately prior to the date of such
        exercise.

    

     

    (c)  Following
      the occurrence of one of the transactions or events specified in Section 11
      giving rise to the right to receive Common Shares, capital stock equivalents
      (other than Preferred Shares) or other securities upon the exercise of a Right,
      the Company shall not be required to issue fractions of shares or units of
      such
      Common Shares, capital stock equivalents or other securities upon exercise
      of
      the Rights or to distribute certificates which evidence fractions of such Common
      Shares, capital stock equivalents or other securities. In lieu of fractional
      shares or units of such Common Shares, capital stock equivalents or other
      securities, the Company may pay to the registered holders of Right Certificates
      at the time such Rights are exercised as herein provided an amount in cash
      equal
      to the same fraction of the current market value of a share or unit of such
      Common Shares, capital stock equivalents or other securities. For purposes
      of
      this Section 14(c), the current market value shall be determined in the manner
      set forth in Section 11(d) hereof for the Trading Day immediately prior to
      the
      date of such exercise and, if such capital stock equivalent is not traded,
      each
      such capital stock equivalent shall have the value of one one-hundredth of
      a
      Preferred Share.

     

    (d)  The
      holder of a Right by the acceptance of the Right expressly waives his right
      to
      receive any fractional Rights or any fractional shares upon exercise of a Right
      (except as provided above).

     

    
      
        
        

      

      
        -32-

        
        

      

      
        
        

      

    

     

    Section
      15.    Rights
      of Action. All rights of action in respect of this Agreement, excepting the
      rights of action given to the Rights Agent under Section 18 hereof, are vested
      in the respective registered holders of the Right Certificates (and, prior
      to
      the Distribution Date, the registered holders of the Common Shares); and any
      registered holder of any Right Certificate (or, prior to the Distribution Date,
      of the Common Shares), without the consent of the Rights Agent or of the holder
      of any other Right Certificate (or, prior to the Distribution Date, of the
      Common Shares), may, in his own behalf and for his own benefit, enforce, and
      may
      institute and maintain any suit, action or proceeding against the Company to
      enforce, or otherwise act in respect of, his right to exercise the Rights
      evidenced by such Right Certificate in the manner provided in such Right
      Certificate and in this Agreement. Without limiting the foregoing or any
      remedies available to the holders of Rights, it is specifically acknowledged
      that the holders of Rights would not have an adequate remedy at law for any
      breach of this Agreement and will be entitled to specific performance of the
      obligations under, and injunctive relief against actual or threatened violations
      of the obligations of any Person subject to, this Agreement.

     

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

     

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

     

    (b)  after
      the
      Distribution Date, the Right Certificates are transferable only on the registry
      books of the Rights Agent if surrendered at the principal office of the Rights
      Agent, duly endorsed or accompanied by a proper instrument of transfer fully
      executed;

     

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

     

    
      
        
        

      

      
        -33-

        
        

      

      
        
        

      

    

     

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

     

    Section
      17.    Right
      Certificate Holder Not Deemed a  Stockholder.  No
      holder, as such, of any Right Certificate shall be entitled to vote, receive
      dividends or be deemed for any purpose the holder of the Preferred Shares or
      any
      other securities of the Company which may at any time be issuable on the
      exercise of the Rights represented thereby, nor shall anything contained herein
      or in any Right Certificate be construed to confer upon the holder of any Right
      Certificate, as such, any of the rights of a stockholder of the Company or
      any
      right to vote for the election of directors or upon any matter submitted to
      stockholders at any meeting thereof, or to give or withhold consent to any
      corporate action, or to receive notice of meetings or other actions affecting
      stockholders (except as provided in Section 25 hereof), or to receive dividends
      or subscription rights, or otherwise, until the Right or Rights evidenced by
      such Right Certificate shall have been exercised in accordance with the
      provisions hereof.

     

    Section
      18.    Concerning
      the Rights Agent.  The Company agrees to pay to the Rights Agent
      reasonable compensation for all services rendered by it hereunder and, from
      time
      to time, on demand of the Rights Agent, its reasonable expenses and counsel
      fees
      and other disbursements incurred in the administration and execution of this
      Agreement and the exercise and performance of its duties hereunder. The Company
      also agrees to indemnify the Rights Agent for, and to hold it harmless against,
      any loss, liability, or expense, incurred without gross negligence, bad faith
      or
      willful misconduct on the part of the Rights Agent, for anything done or omitted
      by the Rights Agent in connection with the acceptance and administration of
      this
      Agreement, including the costs and expenses of defending against any claim
      of
      liability in the premises.

     

    
      
        
        

      

      
        -34-

        
        

      

      
        
        

      

    

     

    The
      Rights Agent shall be protected and
      shall incur no liability for or in respect of any action taken, suffered or
      omitted by it in connection with, its administration of this Agreement in
      reliance upon any Right Certificate or certificate for the Preferred Shares
      or
      Common Shares or for other securities of the Company, instrument of assignment
      or transfer, power of attorney, endorsement, affidavit, letter, notice,
      direction, consent, certificate, statement, or other paper or document believed
      by it to be genuine and to be signed, executed and, where necessary, verified
      or
      acknowledged, by the proper Person or Persons, or otherwise upon the advice
      of
      counsel as set forth in Section 20 hereof.

    


    Section
      19.    Merger
      or Consolidation or Change of Name of  Rights
      Agent.  Any corporation into which the Rights Agent or any
      successor Rights Agent may be merged or with which it may be consolidated,
      or
      any corporation resulting from any merger or consolidation to which the Rights
      Agent or any successor Rights Agent shall be a party, or any corporation
      succeeding to the stock transfer or corporate trust powers of the Rights Agent
      or any successor Rights Agent, shall be the successor to the Rights Agent under
      this Agreement without the execution or filing of any paper or any further
      act
      on the part of any of the parties hereto; provided, that such corporation would
      be eligible for appointment as a successor Rights Agent under the provisions
      of
      Section 21 hereof. In case at the time such successor Rights Agent shall succeed
      to the agency created by this Agreement, any of the Right certificates shall
      have been countersigned but not delivered, any such successor Rights Agent
      may
      adopt the countersignature of the predecessor Rights Agent and deliver such
      Right certificates so countersigned; and in case at that time any of the Right
      Certificates shall not have been countersigned, any successor Rights Agent
      may
      countersign such Right certificates either in the name of the predecessor Rights
      Agent or in the name of the successor Rights Agent; and in all such cases such
      Right Certificates shall have the full force provided in the Right Certificates
      and in this Agreement.

     

    
      
        
        

      

      
        -35-

        
        

      

      
        
        

      

    

     

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

    


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

     

    (a)  The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent as to any action taken or
      omitted by it in good faith and in accordance with such opinion.

     

    (b)  Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter be proved or established
      by the Company prior to taking or suffering any action hereunder, such fact
      or
      matter (unless other evidence in respect thereof be herein specifically
      prescribed) may be deemed to be conclusively proved and established by a
      certificate signed by any one of the Chairman of the Board, the Chief Executive
      Officer, the President, any Vice President, the Treasurer or the Secretary
      of
      the Company and delivered to the Rights Agent; and such certificate shall be
      full authorization to the Rights Agent for any action taken or suffered in
      good
      faith by it under the provisions of this Agreement in reliance upon such
      certificate.

     

    (c)  The
      Rights Agent shall be liable hereunder to the Company and any other Person
      only
      for its own gross negligence, bad faith or willful misconduct.

     

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

     

    
      
        
        

      

      
        -36-

        
        

      

      
        
        

      

    

     

    (e)  The
      Rights Agent shall not be under any responsibility in respect of the validity
      of
      this Agreement or the execution and delivery hereof (except the due execution
      hereof by the Rights Agent) or in respect of the validity or execution of any
      Right Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Right Certificate; nor shall it be responsible
      for
      any change in the exercisability of the Rights (including the Rights becoming
      void pursuant to Section 7(e) hereof) or any adjustment in the terms of the
      Rights (including the manner, method or amount thereof) provided for in Sections
      3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would
      require any such change or adjustment (except with respect to the exercise
      of
      Rights evidenced by Right Certificates after receipt of the certificate
      described in Section 12 hereof); nor shall it by any act hereunder be deemed
      to
      make any representation or warranty as to the authorization or reservation
      of
      any Preferred Shares to be issued pursuant to this Agreement or any Right
      Certificate or as to whether any Preferred Shares or Common Shares will, when
      issued, be validly authorized and issued, fully paid and
      nonassessable.

     

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

     

    (g)  The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any one of the Chairman
      of the Board, the Chief Executive Officer, the President, any 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 or lack of action taken or suffered by it in good faith in
      accordance with instructions of any such

     

    
      
        
        

      

      
        -37-

        
        

      

      
        
        

      

       

      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
        or
        omitted by the Rights Agent under this Rights Agreement and the date on or
        after
        which such action shall be taken or such omission shall be effective. The
        Rights
        Agent shall not be liable for any action taken 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
        or
        omitted.

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        -38-

        
        

      

      
        
        

      

    

     

    (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 not been completed, the Rights
      Agent shall not take any further action with respect to such requested exercise
      of transfer without first consulting with the Company.

     

    Section
      21.    Change
      of Rights Agent.  The Rights Agent or any successor Rights Agent
      may resign and be discharged from its duties under this Agreement upon 30 days'
      notice in writing mailed to the Company and to each transfer agent of the Common
      Shares or Preferred Shares by registered or certified mail, and to the holders
      of the Right Certificates by first-class mail.  In the event the
      transfer agency relationship in effect between the Company and the Rights Agent
      terminates, the Rights Agent will be deemed to resign automatically on the
      effective date of such termination; and any required notice will be sent by
      the
      Company.  The Company may remove the Rights Agent or any successor
      Rights Agent upon 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 Shares or Preferred Shares by registered or certified mail, and to the
      holders of the Right Certificates by first-class mail. If the Rights Agent
      shall
      resign or be removed or shall otherwise become incapable of acting, the Company
      shall appoint a successor to the Rights Agent. If the Company shall fail to
      make
      such appointment within a period of 30 days after giving notice of such removal
      or after it has been notified in writing of such resignation or incapacity
      by
      the resigning or incapacitated Rights Agent or by the holder of a Right
      Certificate (who shall, with such notice, submit his Right Certificate for
      inspection by the Company), then the registered holder of any Right Certificate
      may apply to any court of competent jurisdiction for the appointment of a new
      Rights Agent. Any successor Rights Agent, whether appointed by the Company
      or by
      such a court, shall be a corporation organized and doing business under the
      laws
      of the United States or of the State of New York or of any other state of the
      United States so long as such corporation is authorized to do business as a
      banking institution in the State of New York, in good standing, having an office
      in the State of New York, which is authorized under such laws to exercise
      corporate trust or stock transfer powers and is subject to supervision or
      examination by federal or state authority and which 

     

    
      
        
        

      

      
        -39-

        
        

      

      
        
        

      

      has
        at
        the time of its appointment as Rights Agent a combined capital and surplus
        of at
        least $50 million. After appointment, the successor Rights Agent shall be
        vested
        with the same powers, rights, duties and responsibilities as if it had been
        originally named as Rights Agent without further act or deed; but the
        predecessor Rights Agent shall deliver and transfer to the successor Rights
        Agent any property at the time held by it hereunder, and execute and deliver
        any
        further assurance, 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 Shares or Preferred Shares, and mail a notice thereof in writing
        to
        the registered holders of the Right Certificates. Failure to give any notice
        provided for in this Section 21, however, or any defect therein, shall not
        affect the legality of 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 Right Certificates.  Notwithstanding any of the provisions
      of this Agreement or of the Rights to the contrary, the Company may, at its
      option, issue new Right Certificates evidencing Rights in such form as may
      be
      approved by its Board of Directors to reflect any adjustment or change in the
      Purchase Price and the number or kind or class of shares or other securities
      or
      property purchasable under the Right Certificates made in accordance with the
      provisions of this Agreement.

     

    In
      addition, in connection with the
      issuance or sale of Common Shares following the Distribution Date and prior
      to
      the earlier of the Redemption Date and the Final Expiration Date, the Company
      (a) shall with respect to Common Shares 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, notes or debentures issued
      by
      the Company, and (b) may, in any other case, if deemed necessary or appropriate
      by the Board of Directors of the Company, issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale;
      provided, however, that (i) the Company shall not be obligated to issue any
      such
      Right Certificates if, and to the extent that, the Company shall be advised
      by
      counsel that such issuance would create a significant risk of material adverse
      tax consequences to the Company or the Person to whom such Right Certificate
      would be issued, and (ii) no Right Certificate shall be issued if, and to the
      extent that, appropriate adjustment shall otherwise have been made in lieu
      of
      the issuance thereof.

     

    
      
        
        

      

      
        -40-

        
        

      

      
        
        

      

    

     

    Section
      23.    Redemption
      and Termination.

     

    (a)
      (i)  The Board of
      Directors of the Company may, at its option, redeem all but not less than all
      the then outstanding Rights at a redemption price of $.01 per Right, as such
      amount may be appropriately adjusted to reflect any stock split, stock dividend
      or similar transaction occurring after the date hereof (such redemption price
      being hereinafter referred to as the "Redemption Price"), at any time prior
      to
      the earlier of (x) the occurrence of a Section 11(a)(ii)Event, or (y) the Final
      Expiration Date. The Company may, at its option, pay the Redemption Price either
      in Common Shares (based on the "current per share market price," as defined
      in
      Section 11(d) hereof, of the Common Shares at the time of redemption) or cash;
      provided that if the Company elects to pay the Redemption Price in Common
      Shares, the Company shall not be required to issue any fractional Common Shares
      and the number of Common Shares issuable to each holder of Rights shall be
      rounded down to the next whole share.

    


    (ii)  In
      addition, the Board
      of Directors of the Company may, at its option, at any time, redeem all but
      not
      less than all of the then outstanding Rights at the Redemption Price (x) in
      connection with any merger, consolidation or sale or other transfer (in one
      transaction or in a series of related transactions) of assets or earning power
      aggregating 50% or more of the earning power of the Company and its subsidiaries
      (taken as a whole) in which all holders of Common Shares are treated alike
      and
      not involving (other than as a holder of Common Shares being treated like all
      other such holders) an Interested Stockholder or (y)(aa) if and for so long
      as
      the Acquiring Person is not thereafter the Beneficial Owner of 20% of the Common
      Shares and (bb) at the time of redemption no other Persons are Acquiring
      Persons.

    


    (b)  In
      the
      case of a redemption permitted under Section 23(a)(i), immediately upon the
      date
      for redemption set forth (or determined in the manner specified in) in a
      resolution of the Board of Directors of the Company 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

     

    
      
        
        

      

      
        -41-

        
        

      

      
        
        

      

       

      right
        to
        exercise the Rights will terminate and the only right thereafter of the holders
        of Rights shall be to receive the Redemption Price for each Right so held.
        In
        the case of a redemption permitted only under Section 23(a)(ii), evidence
        of
        which shall have been filed with the Rights Agent, the right to exercise
        the
        Rights will terminate and represent only the right to receive the Redemption
        Price upon the later of ten Business Days following the giving of such notice
        or
        the expiration of any period during which the Rights under Section 11(a)(ii)
        may
        be exercised.  The Company shall promptly give public notice of any
        such redemption; provided,  however, that the failure to give, or any
        defect in, any such notice shall not affect the validity of such
        redemption.  Within ten (10) days after such date of redemption set
        forth in a resolution of the Board of Directors ordering the redemption of
        the
        Rights, the Company shall mail a notice of redemption to all the holders
        of the
        then outstanding Rights 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 Shares. Any notice which is mailed
        in
        the manner herein provided shall be deemed given, whether or not the holder
        receives the notice. Each such notice of redemption will state the method
        by
        which the payment of the Redemption Price will be made. Neither the Company
        nor
        any of its Affiliates or Associates may redeem, acquire or purchase for value
        any Rights at any time in any manner other than that specifically set forth
        in
        this Section 23 and other than in connection with the purchase of Common
        Shares
        prior to the Distribution Date.

    

     

    (c)  The
      Company may, at its option, discharge all of its obligations with respect to
      the
      Rights by (i) issuing a press release announcing the manner of redemption of
      the
      Rights in accordance with this Agreement and (ii) mailing payment of the
      Redemption Price to the registered holders of the Rights at their last addresses
      as they appear on the registry books of the Rights Agent or, prior to the
      Distribution Date, on the registry books of the Transfer Agent of the Common
      Shares, and upon such action, all outstanding Rights and Right Certificates
      shall be null and void without any further action by the Company.

     

    
      
        
        

      

      
        -42-

        
        

      

      
        
        

      

    

     

    Section
      24.    Exchanges.

     

    (a)  The
      Board
      of Directors of the Company may, at its option, at any time, exchange all or
      part of the then outstanding and exercisable Rights (which shall not include
      Rights that have become void pursuant to the provisions of Section 7 (e) hereof)
      for Common Shares at an exchange ratio of one Common Share per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such exchange ratio being
      hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
      the Board of Directors 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 Shares for or pursuant to the terms of any such plan), together
      with all Affiliates and Associates of such Person, become the Beneficial Owner
      of 20% or more of the Common Shares then outstanding.

     

    (b)  Immediately
      upon the action of the Board of Directors of the Company 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 Common Shares equal to the number of such Rights held
      by
      such holder multiplied by the Exchange Ratio. The Company shall promptly give
      public notice of any such exchange; provided, however, that the failure to
      give,
      or any defect in, such notice shall not affect the validity of such exchange.
      The Company promptly shall mail a notice of any such exchange to all of the
      holders of such Rights at their last addresses as they appear upon the registry
      books of the Rights Agent. Any notice which is mailed in the manner herein
      provided shall be deemed given, whether or not the holder receives the notice.
      Each such notice of exchange will state the method by which the exchange of
      the
      Common Shares for Rights will be effected and, in the event of any partial
      exchange, the number of Rights which will be exchanged. Any partial exchange
      shall be effected pro rata based on the number of Rights (other than Rights
      which have become void pursuant to the provisions of Section 7 (e) hereof)
      held
      by each holder of Rights.

     

    
      
        
        

      

      
        -43-

        
        

      

      
        
        

      

       

      (c)  In
        any
        exchange pursuant to this Section 24, the Company, at its option, may substitute
        Preferred Shares (or equivalent preferred shares, as such term is defined
        in
        Section 11(b) hereof) for some or all of the Common Shares exchangeable for
        Rights, at the initial rate of one one-hundredth of a Preferred Share (or
        equivalent preferred share) for each Common Share, as appropriately adjusted
        to
        reflect adjustments in the voting rights of the Preferred Shares pursuant
        to the
        terms thereof, so that the fraction of a Preferred Share delivered in lieu
        of
        each Common Share shall have the same voting rights as one Common
        Share.

    

     

    (d)  In
      the
      event that there shall not be sufficient Common Shares 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 Common Shares for issuance
      upon exchange of the Rights.

     

    Section
      25.    Notice
      of Certain Events.

     

    (a)  In
      case
      the Company shall propose (i) to pay any dividend payable in stock of any class
      to the holders of its Preferred Shares or to make any other distribution to
      the
      holders of its Preferred Shares (other than a regular quarterly cash dividend),
      (ii) to offer to the holders of its Preferred Shares rights or warrants to
      subscribe for or to purchase any additional Preferred Shares or shares of stock
      of any class or any other securities, rights or options, (iii) to effect any
      reclassification of its Preferred Shares (other than a reclassification
      involving only the subdivision of outstanding Preferred Shares), (iv) to effect
      any consolidation or merger into or with, or to effect any sale or other
      transfer (or to permit one or more of its Subsidiaries to effect any sale or
      other transfer), in one or more transactions, of 50% or more of the assets
      or
      earning power of the Company and its Subsidiaries (taken as a whole) to, any
      other Person, (v) to effect the liquidation, dissolution or winding up of the
      Company, or (vi) to declare or pay any dividend on the Common Shares payable
      in
      Common Shares to effect a subdivision, combination or consolidation of the
      Common Shares (by reclassification or otherwise than by payment of dividends
      in
      Common Shares), then, in each such case, the Company shall give to each holder
      of a Right Certificate, 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, or distribution of rights or warrants, or the date on which
      such
      reclassification, consolidation, 

     

    
      
        
        

      

      
        -44-

        
        

      

      
        
        

      

       

      merger,
        sale, transfer, liquidation, dissolution, or winding up is to take place
        and the
        date of participation therein by the holders of the Common Shares and/or
        Preferred Shares, if any such date is to be fixed, and such notice shall
        be so
        given in the case of any action covered by clause (i) or (ii) above at least
        10
        days prior to the record date for determining holders of the Preferred Shares
        for purposes of such action, and in the case of any such other action, at
        least
        10 days prior to the date of the taking of such proposed action or the date
        of
        participation therein by the holders of the Common Shares and/or Preferred
        Shares, whichever shall be the earlier.

    

     

    (b)  In
      case
      of a Section 11(a)(ii) Event, then (i) the Company shall as soon as
      practicable thereafter give to each holder of a Right Certificate, in accordance
      with Section 26 hereof, a notice of the occurrence of such event, which notice
      shall describe such event and the consequences of such event to holders of
      Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
      paragraph (a) to Preferred Shares shall be deemed thereafter to refer also
      to
      Common Shares and/or, if appropriate, other securities of the
      Company.

     

    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 Right Certificate to or on the Company shall be
      sufficiently given or made if sent first-class mail, postage prepaid, addressed
      (until another address is filed in writing with the Rights Agent) as
      follows:

     

    Old
      Republic International Corporation

    307
      North
      Michigan Avenue

    Chicago,
      Illinois 60601

    Attention:
      Corporate Secretary

    


    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 Right
      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:

     

    
      
        
        

      

      
        -45-

        
        

      

      
        
        

      

    

    


    Wells
      Fargo Bank, N.A.

    161
      North
      Concord Exchange

    South
      St.Paul, Minnesota 55075-1139

    


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

    


    Section
      27.    Supplements
      and Amendments.  Prior to the Distribution Date, the Company and
      the Rights Agent shall, if the Company so directs, supplement or amend any
      provision of this Agreement without the approval of any holders of certificates
      representing Common Shares.  From and after the Distribution Date, the
      Company and the Rights Agent shall, if the Company so directs, supplement or
      amend this Agreement without the approval of any holders of Right Certificates
      in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
      contained herein which may be defective or inconsistent with any other
      provisions herein, or (iii) to change or supplement the provisions hereunder
      in
      any manner which the Company may deem necessary or desirable for the purpose
      of
      protecting, enhancing or clarifying the rights of, and/or the benefits to,
      the
      holders of Rights, without adversely affecting the interests of the holders
      of
      Right Certificates (other than those of an Acquiring Person or an Affiliate
      or
      Associate of an Acquiring Person). Upon the delivery of a certificate from
      an
      appropriate officer of the Company which states that the proposed supplement
      or
      amendment is in compliance with the terms of this Section 27, the Rights Agent
      shall execute such supplement or amendment, provided that such supplement or
      amendment does not adversely affect the rights or obligations of the Rights
      Agent under Section 18 or Section 20 of this Agreement. Prior to the
      Distribution Date, the interests of the holders of Rights shall be deemed
      coincident with the interests of the holders of Common Shares, notwithstanding
      anything contained in this Rights Agreement to the contrary, in the event that
      a
      majority of the Board of Directors of the Company is comprised of (i) Persons
      elected at a meeting of or by written consent of stockholders and who were
      not
      nominated by the Board of Directors in office immediately prior to such meeting
      or action by written consent and/or (ii) successors of such Persons elected
      to
      the Board of Directors for the purpose of either facilitating a transaction
      with
      a Person or circumventing directly or indirectly the provisions of this Section
      27, then for a period of 180 days following the effectiveness of such action,
      this Rights Agreement shall not be amended or supplemented in any manner
      reasonably likely to have the purpose or effect of facilitating a transaction
      with a Person.

     

    
      
        
        

      

      
        -46-

        
        

      

      
        
        

      

    

     

    Section
      28.    Determination
      and Actions by the Board of  Directors, etc.  The Board
      of Directors of the Company shall have the exclusive power and authority to
      administer this Agreement and to exercise all rights and powers specifically
      granted to the Board, or 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 and whether any proposed amendment
      adversely affects the interest of the holders of Right Certificates). For all
      purposes of this Agreement, any calculation of the number of Common Shares
      or
      other securities outstanding at any particular time, including for purposes
      of
      determining the particular percentage of such outstanding Common Shares or
      any
      other securities of which any Person is the Beneficial Owner, shall be made
      in
      accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
      and Regulations under the Exchange Act as in effect on the date of this
      Agreement. All such actions, calculations, interpretations and determinations
      (including, for purposes of clause (y) below, all omissions with respect to
      the
      foregoing) which are done or made by the Board in good faith, shall (x) be
      final, conclusive and binding on the Company, the Rights Agent, the holders
      of
      the Right Certificates and all other parties, and (y) not subject the Board
      to
      any liability to the holders of the Right Certificates.

     

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

     

    Section
      30.    Benefits
      of this Agreement.  Nothing in this Agreement shall be construed
      to give to any Person or corporation other than the Company, the Rights Agent
      and the registered holders of the Right Certificates (and, prior to the
      Distribution Date, the Common Shares) any legal or equitable right, remedy
      or
      claim under this Agreement; but this Agreement shall be for the sole and
      exclusive benefit of the Company, the Rights Agent and the registered holders
      of
      the Right Certificates (and, prior to the Distribution Date the Common
      Shares).

     

    
      
        
        

      

      
        -47-

        
        

      

      
        
        

      

    

     

    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.

     

    Section
      32.    Governing
      Law.  This Agreement and each Right Certificate issued hereunder
      shall be deemed to be a contract made under the laws of the State of Delaware
      and for all purposes shall be governed by and construed in accordance with
      the
      laws of such State applicable to contracts to be made and performed entirely
      within such State.

     

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

     

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

     

    Section
      35.    Force
      Majeure.  Notwithstanding anything to the contrary contained
      herein, Rights Agent shall not be liable for any delays or failures in
      performance resulting from acts beyond its reasonable control including, without
      limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
      malfunctions, interruptions or malfunction of computer facilities, or loss
      of
      data due to power failures or mechanical difficulties with information storage
      or retrieval systems, labor difficulties, war, or civil unrest.

     

    
      
        
        

      

      
        -48-

        
        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto
      have caused this Amended and Restated Rights Agreement to be duly executed
      and
      their respective corporate seals to be hereunto affixed and attested, all as
      of
      the day and year first written above.

    


                    OLD
      REPUBLIC
      INTERNATIONAL CORPORATION

    


    


    


                    By:                                                                        

                    Title:                                                                        

    


    Attest:

    


    


    By:                                                                

    


    


    


                    WELLS
      FARGO BANK,
      N.A.

    


    


    


                    By:                                                                        

                    Title:                                                                        

    


    Attest:

    


    


    


    By:                                                                


    
      
        
        

      

      
        -49-

        
        

      

      
        
        

      

    


    Exhibit
      A

     

    


    CERTIFICATE
      OF DESIGNATIONS

    


    of

    


    SERIES
      A
      JUNIOR PARTICIPATING PREFERRED STOCK

    


    of

    


    OLD
      REPUBLIC INTERNATIONAL CORPORATION

    (Pursuant
      to Section 151 of the

    Delaware
      General Corporation Law)

    


    


    Old
      Republic International Corporation,
      a corporation organized and existing under the General Corporation Law of the
      State of Delaware (hereinafter called the "Corporation"), hereby certifies
      that
      the following resolution was adopted by the Board of Directors of the
      Corporation as required by Section 151 of the General Corporation Law at a
      meeting duly called and held on May 15, 1997.

    


    RESOLVED,
      that pursuant to the
      authority granted to and vested in the Board of Directors of this Corporation
      (hereinafter called the "Board of Directors" or the "Board") in accordance
      with
      the provisions of the Certificate of Incorporation, the Board of Directors
      hereby creates a series of Preferred Stock, par value $.01 per share (the
      "Preferred Stock"), of the Corporation and hereby states the designation and
      number of shares, and fixes the relative rights, preferences, and limitations
      thereof as follows:

    


    Series
      A Junior Participating Preferred
      Stock:

    


    Section
      1.    Designation,
      Par Value and Amount.  The shares of such series shall be
      designated as "Series A Junior Participating Preferred Stock" (the "Series
      A
      Preferred Stock") and the number of shares constituting the Series A Preferred
      Stock shall be 10,000,000; such number of shares may be increased or decreased
      by resolution of the Board of Directors; provided, that no decrease shall reduce
      the number of shares of Series A Preferred Stock to a number less than the
      number of shares then outstanding plus the number of shares reserved for
      issuance upon the exercise of outstanding options, rights or warrants or upon
      conversion of any outstanding securities issued by the Corporation convertible
      into Series A Preferred Stock.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    
       

    

    Section
      2.    Dividends
      and Distributions.

     

    (A)
      Subject to the rights of the
      holders of any shares of any series of Preferred Stock (or any similar stock)
      ranking prior and superior to the Series A Preferred Stock with respect to
      dividends, the holders of shares of Series A Preferred Stock, in preference
      to
      the holders of Common Stock, par value $1.00 per share (the "Common Stock"),
      of
      the Corporation, and of any other junior stock, shall be entitled to receive,
      when, and if declared by the Board of Directors out of funds legally available
      for the purpose, quarterly dividends payable in cash on the first day of March,
      June, September and December in each year (each such date being referred to
      herein as a "Quarterly Dividend Payment Date"), commencing on the first
      Quarterly Dividend Payment Date after the first issuance of a share or fraction
      of a share of Series A Preferred Stock, in an amount per share (rounded to
      the
      nearest cent) equal to the greater of (a) $1 or (b) subject to the provision
      for
      adjustment hereinafter set forth, 100 times the aggregate per share amount
      of
      all cash dividends, and 100 times the aggregate per share amount (payable in
      kind) of all non-cash dividends or other distributions, other than a dividend
      payable in shares of Common Stock or a subdivision of the outstanding shares
      of
      Common Stock (by reclassification or otherwise), declared on the Common Stock
      since the immediately preceding Quarterly Dividend Payment Date or, with respect
      to the first Quarterly Dividend Payment Date, since the first issuance of any
      share or fraction of a share of Series A Preferred Stock. In the event the
      Corporation shall at any time declare or pay any dividend on the Common Stock
      payable in shares of Common Stock, or effect a subdivision or combination or
      consolidation of the outstanding shares of Common Stock (by reclassification
      or
      otherwise than by payment of a dividend in shares of Common Stock) into a
      greater or lesser number of shares of Common Stock, then in each such case
      the
      amount to which holders of shares of Series A Preferred Stock were entitled
      immediately prior to such event under clause (b) of the preceding sentence
      shall
      be adjusted by multiplying such amount by a fraction, the numerator of which
      is
      the number of shares of Common Stock outstanding immediately after such event
      and the denominator of which is the number of shares of Common Stock that were
      outstanding immediately prior to such event.

     

    
      
        
        

      

      
        -2-

        
        

      

      
        
        

      

    

    


    (B)           The
      Corporation shall declare a dividend or distribution on the Series A Preferred
      Stock as provided in paragraph (A) of this Section immediately after it declares
      a dividend or distribution on the Commons Stock (other than a dividend payable
      in shares of Common Stock); provided that, in the event no dividend or
      distribution shall have been declared on the Common Stock during the period
      between any Quarterly Dividend Payment Date and the next subsequent Quarterly
      Dividend Payment Date, a dividend of $1 per share on the Series A Preferred
      Stock shall nevertheless be payable on such subsequent Quarterly Dividend
      Payment Date.

    


    (C)           Dividends
      shall begin to accrue and be cumulative on outstanding shares of Series A
      Preferred Stock from the Quarterly Dividend Payment Date next preceding the
      date
      of issue of such shares, unless the date of issue of such shares is prior to
      the
      record date for the first Quarterly Dividend Payment Date, in which case
      dividends on such shares shall begin to accrue from the date of issue of such
      shares, or unless the date of issue is a Quarterly Dividend Payment Date or
      is a
      date after the record date for the determination of holders of shares of Series
      A Preferred Stock entitled to receive a quarterly dividend and before such
      Quarterly Dividend Payment Date, in either of which events such dividends shall
      begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
      Accrued but unpaid dividends shall not bear interest. Dividends paid on the
      shares of Series A Preferred Stock in an amount less than the total amount
      of
      such dividends at the time accrued and payable on such shares shall be allocated
      pro rata on a share-by-share basis among all such shares at the time
      outstanding. The Board of Directors may fix a record date for the determination
      of holders of shares of Series A Preferred Stock entitled to receive payment
      of
      a dividend or distribution declared thereon, which record date shall be not
      more
      than 60 days prior to the date fixed for the payment thereof.

    


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

     

    (A)           Except
      as provided in paragraph C of this Section 3 and subject to the provision for
      adjustment hereinafter set forth, each share of Series A Preferred Stock shall
      entitle the holder thereof to 100 votes on all matters submitted to a vote
      of
      the stockholders of the Corporation.

     

    
      
        
        

      

      
        -3-

        
        

      

      
        
        

      

    

    


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

    


    (C)
      (i)  
   If, on the date used to determine stockholders of record for
      any meeting of stockholders for the election of directors, a default in
      preference dividends (as defined in subparagraph (v) below) on the Series A
      Preferred Stock shall exist, the holders of the Series A Preferred Stock shall
      have the right, voting as a class as described in subparagraph (ii) below,
      to
      elect two directors (in addition to the directors elected by holders of Common
      Stock of the Corporation). Such right may be exercised (a) at any meeting of
      stockholders for the election of directors or (b) at a meeting of the holders
      of
      shares of Voting Preferred Stock (as hereinafter defined), called for the
      purpose in accordance with the By-laws of the Corporation, until all such
      cumulative dividends (referred to above) shall have been paid in full or until
      non-cumulative dividends have been paid regularly for at least one
      year.

    


    (ii)  The
      right of the
      holders of Series A Preferred Stock to elect two directors, as described above,
      shall be exercised as a class concurrently with the rights of holders of any
      other series of Preferred Stock upon which voting rights to elect such directors
      have been conferred and are then exercisable. The Series A Preferred Stock
      and
      any additional series of Preferred Stock which the Corporation may issue and
      which may provide for the right to vote with the foregoing series of Preferred
      Stock are collectively referred to herein as "Voting Preferred
      Stock."

    


    (iii)  Each
      director elected
      by the holders of shares of Voting Preferred Stock shall be referred to herein
      as a "Preferred Director." A Preferred Director so elected shall continue to
      serve as such director for a term of one year, except that upon any termination
      of the right of all such holders to vote as a class for Preferred Directors,
      the
      term of office of such directors shall terminate. Any Preferred Director may
      be
      removed by, and shall not be removed except by, the vote of the holders of
      record of a majority of the outstanding shares of Voting Preferred Stock then
      entitled to vote for the election of directors, present (in person or by proxy)
      and voting together as a single class (a) at a meeting of the stockholders,
      or
      (b) at a meeting of the holders of shares of such Voting Preferred Stock, called
      for the purpose in accordance with the By-laws of the Corporation, or (c) by
      written consent signed by the holders of a majority of the then outstanding
      shares of Voting Preferred Stock then entitled to vote for the election of
      directors, taken together as a single class.

     

    
      
        
        

      

      
        -4-

        
        

      

      
        
        

      

    

    


    (iv)  So
      long as a default in
      any preference dividends on the Series A Preferred Stock shall exist or the
      holders of any other series of Voting Preferred Stock shall be entitled to
      elect
      Preferred Directors, (a) any vacancy in the office of a Preferred Director
      may
      be filled (except as provided in the following clause (b)) by an instrument
      in
      writing signed by the remaining Preferred Director and filed with the
      Corporation and (b) in the case of the removal of any Preferred Director, the
      vacancy may be filled by the vote or written consent of the holders of a
      majority of the outstanding shares of Voting Preferred Stock then entitled
      to
      vote for the election of directors, present (in person or by proxy) and voting
      together as a single class, at such time as the removal shall be effected.
      Each
      director appointed as aforesaid by the remaining Preferred Director shall be
      deemed, for all purposes hereof, to be a Preferred Director. Whenever (x) no
      default in preference dividends on the Series A Preferred Stock shall exist
      and
      (y) the holders of other series of Voting Preferred Stock shall no longer be
      entitled to elect such Preferred Directors, then the number of directors
      constituting the Board of Directors of the Corporation shall be reduced by
      two.

    


    (v)  For
      purposes hereof, a
      "default in preference dividends" on the Series A Preferred Stock shall be
      deemed to have occurred whenever the amount of cumulative and unpaid dividends
      on the Series A Preferred Stock shall be equivalent to six full quarterly
      dividends or more (whether or not consecutive), and, having so occurred, such
      default shall be deemed to exist thereafter until, but only until, all
      cumulative dividends on all shares of the Series A Preferred Stock then
      outstanding shall have been paid through the last Quarterly Dividend Payment
      Date or until, but only until, non-cumulative dividends have been paid regularly
      for at least one year.

    


    (D)           Except
      as set forth herein (or as otherwise required by applicable law), holders of
      Series A Preferred Stock shall have no general or special voting rights and
      their consent shall not be required for taking any corporate
      action.

     

    
      
        
        

      

      
        -5-

        
        

      

      
        
        

      

    

    


    Section
      4.    Certain
      Restrictions.

     

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

    


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

    


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

    


    (iii)  redeem
      or purchase or
      otherwise acquire for consideration shares of any stock ranking junior (either
      as to dividends or upon liquidation, dissolution or winding up) to the Series
      A
      Preferred Stock, provided that the Corporation may at any time redeem, purchase
      or otherwise acquire shares of any such junior stock in exchange for shares
      of
      any stock of the Corporation ranking junior (either as to dividends or upon
      dissolution, liquidation or winding up) to the Series A Preferred Stock; or
      (iv)
      redeem or purchase or otherwise acquire for consideration any shares of Series
      A
      Preferred Stock, or any shares of stock ranking on a parity with the Series
      A
      Preferred Stock, except in accordance with a purchase offer made in writing
      or
      by publication (as determined by the Board of Directors) to all holders of
      such
      shares upon such terms as the Board of Directors, after consideration of the
      respective annual dividend rates and other relative rights and preferences
      of
      the respective series and classes, shall determine in good faith will result
      in
      fair and equitable treatment among the respective series or
      classes.

    


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

     

    
      
        
        

      

      
        -6-

        
        

      

      
        
        

      

    

    


    Section
      5.    Reacquired
      Shares.  Any shares of Series A Preferred Stock purchased or
      otherwise acquired by the Corporation in any manner whatsoever shall be retired
      and cancelled promptly after the acquisition thereof. All such shares shall
      upon
      their cancellation become authorized but unissued shares of Preferred Stock
      and
      may be reissued as part of a new series of Preferred Stock subject to the
      conditions and restrictions on issuance set forth herein, in the Certificate
      of
      Incorporation, or in any other Certificate of Designations creating a series
      of
      Preferred Stock or any similar stock or as otherwise required by
      law.

     

    Section
      6.    Liquidation,
      Dissolution or Winding Up.

     

    (A)           Subject
      to the prior and superior rights of holders of any shares of any series of
      Preferred Stock ranking prior and superior to the shares of Series A Preferred
      Stock with respect to rights upon liquidation, dissolution or winding up
      (voluntary or otherwise), no distribution shall be made to the holders of shares
      of stock ranking junior (either as to dividends or upon liquidation, dissolution
      or winding up) to the Series A Preferred Stock unless, prior thereto, the
      holders of shares of Series A Preferred Stock shall have received $100 per
      share, plus an amount equal to accrued and unpaid dividends and distributions
      thereon, whether or not declared, to the date of such payment (the "Series
      Liquidation Preference"). Following the payment of the full amount of the Series
      A Liquidation Preference, no additional distributions shall be made to the
      holders of shares of Series A Preferred Stock unless, prior thereto, the holders
      of shares of Common Stock shall have received an amount per share (the "Capital
      Adjustment") equal to the quotient obtained by dividing (i) the Series A
      Liquidation Preference by (ii) 100 (such number in clause (ii), the "Adjustment
      Number"). Following the payment of the full amount of the Series A Liquidation
      Preference and the Capital Adjustment in respect of all outstanding shares
      of
      Series A Preferred Stock and Common Stock, respectively, holders of Series
      A
      Preferred Stock and holders of Common Stock shall receive their ratable and
      proportionate share of the remaining assets to be distributed in the ratio
      of
      the Adjustment Number to 1 with respect to such Preferred Stock and Common
      Stock, on a per share basis, respectively.

     

    
      
        
        

      

      
        -7-

        
        

      

      
        
        

      

    

    


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

    


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

     

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

     

    Section
      9.    Ranking.  The
      Series A Preferred Stock shall rank, with respect to payment of dividends and
      the distribution of assets, junior to all series of any other class of the
      Corporation's Preferred Stock.

     

    
      
        
        

      

      
        -8-

        
        

      

      
        
        

      

    

     

    Section
      10.    Amendment.  The
      Certificate of Incorporation of the Corporation shall not be amended in any
      manner which would materially alter or change the powers, preferences or special
      rights of the Series A Preferred Stock so as to affect them adversely without
      the affirmative vote of the holders of at least two-thirds of the outstanding
      shares of Series A Preferred Stock, voting together as a single
      class.

     

    IN
      WITNESS WHEREOF, this Certificate of
      Designations is executed on behalf of the Corporation by its Chairman of the
      Board and attested by its Secretary this
           day of
      May, 1997.

    


    


                                                _______________________________

                                                             Chairman
        of the Board

      
 

    

    


    
      	
              ATTEST:

               

               

                                  

                                        
                Secretary

            


    

    



    
      
        
        

      

      
        -9-

        
        

      

      
        
        

      

    


    Exhibit
      B

     

    


    [Form
      of
      Right Certificate]

    


    Certificate
      No. R-                                                                           
      Rights

    


    NOT
      EXERCISABLE AFTER JUNE 26, 2017 OR

    EARLIER
      IF NOTICE OF REDEMPTION IS GIVEN.

    THE
      RIGHTS ARE SUBJECT TO REDEMPTION, AT THE

    OPTION
      OF
      THE COMPANY, AT $.01 PER RIGHT ON

    THE
      TERMS
      SET FORTH IN THE

    AMENDED
      AND RESTATED RIGHTS AGREEMENT

    


    Rights
      Certificate

    


    OLD
      REPUBLIC INTERNATIONAL CORPORATION

    


    This
      certifies
      that                                                                                                                                ,
      or registered assigns, is the registered owner of the number of Rights set
      forth
      above, each of which entitles the owner thereof, subject to the terms,
      provisions and conditions of the Amended and Restated Rights Agreement dated
      as
      of November 19, 2007 (the "Rights Agreement") between Old Republic International
      Corporation, a Delaware corporation (the "Company"), and Wells Fargo Bank,
      N.A.
      (the "Rights Agent"), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      5:00 p.m. (Chicago time) on June 26, 2017 at the principal office of the Rights
      Agent, designated for such purpose, or its successors as Rights Agent, one
      one-hundredth of a fully paid non-assessable share of Series A Junior
      Participating Preferred Stock, par value $.01 per share (the "Preferred Shares")
      of the Company, at a purchase price of $100.00 per one one-hundredth of a
      Preferred Share (the "Purchase Price") upon presentation and surrender of this
      Right Certificate with the Form of Election to Purchase duly executed. The
      number of Rights evidenced by this Right Certificate (and the number of one
      one-hundredths of a Preferred Share which may be purchased upon exercise
      thereof) set forth above, and the Purchase Price per share set forth above,
      are
      the number and Purchase Price as of June 26, 2007, based on the Preferred Shares
      as constituted at such date. As provided in the Rights Agreement, the Purchase
      Price and the number of one one-hundredths of a Preferred Share which may be
      purchased upon the exercise of the Rights evidenced by this Right Certificate
      are subject to modification and adjustment upon the happening of certain
      events.

     

    
      
        
        

      

      
        -1-

        
        

      

      
        
        

      

    

     

    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
      Right Certificates. Copies of the Rights Agreement are on file at the
      above-mentioned office of the Rights Agent.

    


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

    


    Subject
      to the provisions of the Rights
      Agreement, the Rights evidenced by this Certificate may (i) be redeemed by
      the
      Company at its option at a redemption price of $.05 per Right or (ii) may be
      exchanged in whole or in part for Preferred Shares or shares of the Company's
      Common Stock, par value $1.00 per share.

    


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

    


    No
      holder of this Right Certificate
      shall be entitled to vote or to receive dividends or be deemed for any purpose
      the holder of the Preferred Shares or of any other securities of the Company
      which may at any time be issuable on the exercise hereof, nor shall anything
      contained in the Rights Agreement or herein be construed to confer upon the
      holder hereof, as such, any of the rights of a stockholder of the Company or
      any
      right to vote for the election of directors or upon any matter submitted to
      stockholders at any meeting thereof, or to give or 

     

    
      
        
        

      

      
        -2-

        
        

      

      
        
        

      

    

     

    withhold
      consent to any corporate action, or to receive notice of meetings or other
      actions affecting stockholders (except as provided in the Rights Agreement),
      or
      to receive dividends or subscription rights, or otherwise, until the Rights
      or
      Rights evidenced by this Right Certificate shall have been exercised as provided
      in the Rights Agreement.

    


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

    


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

    


    


    
      	
              ATTEST:

               

               

               

                                      

                                                
                Secretary

            	
              OLD
                REPUBLIC INTERNATIONAL

              CORPORATION

               

               

               

              By:                                                                   

            
	 	 
	 	 
	
              Countersigned:

               

              WELLS
                FARGO BANK, N.A.

               

               

               

              By:                                                                  

              Title:                                                                  

               

            	 


    

    



    
      
        
        

      

      
        -3-

        
        

      

      
        
        

      

    


    [Form
      of
      Reverse Side of Right Certificate]

    


    FORM
      OF ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such

    holder
      desires to transfer the Right Certificate)

    


    FOR
      VALUE
      RECEIVED                                                                                                                     
      hereby sells, assigns and 

    transfers unto                                                                        

    (Please
      print name and address of transferee) _____________________________________________________    

                                                                           

                                                                         
 


     

    this
      Right Certificate, together with all right, title and interest therein, and
      does
      hereby irrevocably constitute and appoint_________

    ________________________ Attorney,
      to transfer the within Right Certificate on the books of the within-named
      Company, with full

    power
      of
      substitution.

    


    Dated:_______________________ ,
      20__                                           

    
                                            _______________________________

    
                                                                                                             
        Signature


    

    Signature
      Guaranteed:

    


    Signatures
      must be guaranteed by a member firm of a registered national securities
      exchange, a member of the National Association of

    Securities
      Dealers, Inc., or a commercial bank or trust company having an office or
      correspondent in the United States.

    ______________________________________________________________________________________________________

    ______________________________________________________________________________________________________

     

    The
      undersigned hereby certifies that the Rights evidence by this Right Certificate
      are not beneficially owned by an Acquiring Person 

    or
      an
      Affiliate or Associate thereof (as defined in the Rights
      Agreement).

    
                                            _______________________________

                                                                                                           
      Signature

     

    
      ______________________________________________________________________________________________________

      ______________________________________________________________________________________________________

       

    

    Form
      of
      Reverse Side of Right Certificate -- Continued

     

    
      
        
        

      

      
        -4-

      

      
        
        

      

    

     

    FORM
      OF ELECTION TO PURCHASE

     

    (To
      be
      executed if holder desires to 

    exercise
      the Right Certificate)

    


    To
      Old
      Republic International Corporation:

    


    The
      undersigned hereby irrevocably
      elects to exercise ________________________________________Rights represented
      by
      this

    Right
      Certificate to purchase the Preferred Shares issuable upon the exercise of
      such
      Rights and requests that certificates for such shares be issued in the name
      of:
      __________________________________________________________________________________________.

    


    Please
      insert social security

    or
      other
      identifying
      number:____________________________________________________________.

     

    ___________________________________________________________________________________________________________

    (Please
      print name and address)

    ___________________________________________________________________________________________________________

     

    If
      such
      number of Rights shall not be all of the Rights evidenced by this Right
      Certificate, a new Right Certificate for the balance remaining

    of
      such
      Rights shall be registered in the name of and delivered
      to:_________________________________________________________.

    


    Please
      insert social security

    or
      other
      identifying
      number:____________________________________________________________.

     

    
      ___________________________________________________________________________________________________________

      (Please
        print name and address)

      ___________________________________________________________________________________________________________

    

    


    


    Dated: __________________________ ,
      20__                                           

     

     

    
                                            _______________________________

                                                                                                           
      Signature

    
                                                 (Signature
      must
      conform in all respects to name of 

                                                      holder
      as specified on the face
      of this Right Certificate)

     

    
 

    Signature
      Guaranteed:

    


    ____________________________________


     

     

    -5-